Current Report Filing (8-k)
May 10 2013 - 1:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF
1934
Date of report (Date of earliest event reported) May 6, 2013
ViewCast.com, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
|
|
|
0-29020 |
|
75-2528700 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
3701 W. Plano Parkway, Suite 300 |
|
|
Plano, Texas |
|
75075-7840 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(972) 488-7200
(Registrants Telephone Number, Including Area Code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On May 6, 2013, ViewCast.com, Inc. (the Company) and its wholly-owned subsidiaries, Osprey Technologies, Inc. (Osprey) and Videoware, Inc. (Videoware and
collectively with the Company and Osprey, the Borrower), entered into a Loan and Security Agreement effective April 30, 2013 (the Loan Agreement) with Ardinger Family Partnership, Ltd. (Ardinger) whereby
Ardinger agreed to make a term loan to the Borrower in an amount not to exceed $550,000.00. The current interest rate on the unpaid principal amount under the Loan Agreement is seven and a half percent (7.5%) per annum. Interest on the unpaid
principal amount under the Loan Agreement is due in full at maturity. Within fifteen (15) days after each month end, beginning with the month ending May 31, 2013, the Borrower shall pay a portion of the indebtedness under the Loan
Agreement in an amount equal to five percent (5.0%) of the Borrowers total revenue or income earned during such prior month before any deductions or allowances. Within three (3) business days of the Borrower receiving the net
proceeds of any asset sale that is not in the ordinary course of business, the Borrower shall pay a portion of the indebtedness under the Loan Agreement in an amount equal to one hundred percent (100%) of the net proceeds of such sale. The
maturity date is April 30, 2015, subject to certain exceptions. Absent approval from Ardinger, the Loan Agreement prohibits the Borrower from taking certain actions, including, but not limited to (i) incurring any lien on any of its
assets, subject to certain exceptions; (ii) incurring indebtedness in excess of $250,000 in any fiscal year, subject to certain exceptions; (iii) granting any dividends on any equity interest of Borrower; (iv) liquidating, merging, or
consolidating with or into any entity; (v) making capital expenditures in excess of $100,000 in any fiscal year; or (vi) creating, incurring, assuming, or suffering, to exist, any obligations as lessee under any lease, except leases in an
aggregate amount less than $500,000 in any fiscal year and with lease terms of thirty-six (36) months or less. The Borrower ratified and confirmed existing liens previously granted by the Borrower to Ardinger and granted to Ardinger a first priority
lien and security interest in and to all of the collateral granted under the prior loan agreement between the same parties, which loan agreement is still in existence. The Loan Agreement and the Senior Secured Promissory Note representing the
$550,000 of indebtedness are filed herewith as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Lance Ouellette is a director
of each of the Company, Osprey and Videoware and is a general partner of Ardinger. Mr. Ouellette, his relatives and their affiliates are the largest beneficial owners of the Companys common stock.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
See Item 1.01 regarding the Companys entry into the Loan Agreement.
Item 3.03 |
Material Modifications to Rights of Security Holders. |
See Item 1.01 regarding the restrictions on the Company pursuant to the Loan Agreement regarding the Companys common stock.
Item 9.01 |
Financial Statements and Exhibits. |
|
10.1 |
Loan and Security Agreement by and among ViewCast.com, Inc., Osprey Technologies, Inc., Videoware, Inc. and Ardinger Family Partnership, Ltd., dated as of
April 30, 2013. |
|
10.2 |
Senior Secured Promissory Note, dated as of April 30, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
VIEWCAST.COM, INC. |
|
|
|
|
Date: May 10, 2013 |
|
|
|
By: |
|
/s/ John Hammock |
|
|
|
|
|
|
John Hammock, President and Chief Executive Officer |
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
|
10.1 |
|
Loan and Security Agreement by and among ViewCast.com, Inc., Osprey Technologies, Inc., Videoware, Inc. and Ardinger Family Partnership, Ltd., dated as of April 30,
2013. |
|
|
10.2 |
|
Senior Secured Promissory Note, dated as of April 30, 2013. |
ViewCast com (CE) (USOTC:VCST)
Historical Stock Chart
From Aug 2024 to Sep 2024
ViewCast com (CE) (USOTC:VCST)
Historical Stock Chart
From Sep 2023 to Sep 2024