UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): January 12, 2005
Ramp Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24768 84-1123311
(Commission File Number) (I.R.S. Employer
Identification Number)
(212) 440-1500
(Registrant's Telephone Number, Including Area Code)
33 Maiden Lane, New York, NY 10038
(Address of Principal Executive Offices) (Zip 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))
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Item 1.01 Entry into a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
Item 3.02 Unregistered Sales of Equity Securities
On January 12, 2005, the registrant entered into a securities purchase
agreement with DKR Soundshore Oasis Holding Fund Ltd., Harborview Master Fund,
L.P. and Platinum Partners Value Arbitrage Fund, L.P., each an institutional
investor, pursuant to which the registrant agreed to sell, and the investors
agreed to purchase, 8% convertible redeemable debentures in the aggregate amount
of up to $4,000,000 and five-year warrants to purchase up to 1,666,667 shares of
common stock at an exercise price of $2.40. The debentures are convertible into
common stock of the registrant at an initial conversion price of $2.40. A first
closing of $2,000,000 occurred on January 13, 2005 and a second closing of
$2,000,000 shall occur upon the completion of certain closing conditions set
forth in the securities purchase agreement. The registrant is obligated to
redeem one-fifth of the principal and interest amount on the debentures in cash
or, at the option of the registrant, shares of common stock, on the first day of
each month, commencing on the earlier of (a) May 12, 2005, and (b) the first
date following the 20th day after the effective date of the registration
statement registering for resale the securities issuable upon conversion of the
debentures, and ending upon the full redemption of the debentures. If the
registrant elects to make redemption payments in shares of common stock, the
principal amount is convertible based upon a conversion price equal to the
lesser of the initial conversion price or 85% of the average of the three lowest
closing bid prices for the registrant's common stock during the 20 trading days
immediately prior to the monthly redemption date. The registrant is also
obligated to pay 8% in interest on the outstanding principal on the debentures
(i) on the effective date on which the debentures are converted into shares of
common stock of the registrant, (ii) on each monthly redemption date or (iii) on
the maturity date, at the interest conversion rate.
Assuming the maximum amount of $4,000,000 is purchased, the registrant
has agreed to issue to the investors additional investment rights to purchase
additional debentures in the aggregate principal amount of up to $1,320,000
along with five year warrants to purchase an aggregate of 550,000 shares of the
registrant's common stock, on the same terms and conditions as the original
debentures and warrants. The debentures and warrants are subject to customary
protection against dilution.
As a result of the first closing, previously issued and outstanding
notes of the registrant in the aggregate principal amount of $452,000, plus
interest, are automatically convertible into one hundred and twenty percent of
principal amount of debentures, together with warrants, of the registrant having
the same terms and conditions as set forth above. In addition, upon each
closing, the registrant's financial advisor is entitled to receive a warrant to
purchase seven percent of the shares of common stock issued or issuable upon
conversion or exercise of the debentures and warrants at an exercise price of
$2.40.
The sale of the debentures and warrants, the issuance of debentures and
warrants to the outstanding noteholders, and the issuance of warrants to the
financial advisor, was made in accordance with the exemptions from registration
provided for under Section 4(2) of the Securities Act of 1933, as amended, and
Rule 506 of Regulation D promulgated thereunder. The registrant has agreed to
register with the SEC 125% of the shares of common stock issuable upon
conversion of principal and interest under the debentures and upon exercise of
the warrants. In the event that the registrant fails to file a registration
statement with the SEC by February 3, 2005, or in the event such registration
statement is filed but is not declared effective by the SEC by April 30, 2005,
then the registrant will be obligated to pay the holders of the registrable
securities liquidated damages equal to 1.5% of their total investment for each
30 day period until the registration statement is filed or declared effective.
The registrant has agreed to keep the registration statement effective until the
earlier of (i) the date upon which all shares covered by the registration
statement have been sold, or (ii) the date when all such shares are eligible to
be sold without volume restrictions under Rule 144(k) of the Securities Act of
1933.
Each of the Securities Purchase Agreement, the 8% Convertible
Debenture, the Common Stock Purchase Warrant, the Additional Investment Right,
and the Registration Rights Agreement filed as exhibits to this Form 8-K are
incorporated herein by reference. The respective descriptions of each document
contained herein are qualified in their entirety by the respective terms of each
document incorporated herein by reference. A copy of the press
release announcing the financing is furnished as Exhibit 99.1 and is
incorporated herein by reference. The information contained in Exhibit 99.1
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section.
Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
On January 12, 2005, the registrant entered into a securities purchase
agreement with two institutional investors providing an equity line of credit to
the registrant. Pursuant to the agreement and subject to closing conditions, the
investors have agreed to provide the registrant with up to $25,000,000 of
funding during the twenty-four month period beginning on the date that the
registration statement the registrant has agreed to file providing for the
resale of the shares of common stock issuable under the agreement is declared
effective by the SEC. During this twenty-four month period, the registrant may
request a drawdown under the agreement by selling shares of its common stock to
the investors, and the investors will be obligated to purchase the shares. The
registrant is under no obligation to request any drawdowns under the agreement.
On the day of the drawdown notice, a pricing period of ten trading days will
begin. Pricing will be based upon an 8% discount to the average three lowest
market prices during such ten trading day pricing period.
The offering was made in accordance with the exemptions from
registration provided for under Section 4(2) of the Securities Act of 1933, as
amended, and Rule 506 of Regulation D promulgated thereunder. The registrant is
obligated to register with the SEC for resale 125% of the shares of common stock
issuable pursuant to the agreement pursuant to a registration rights agreement
dated as of January 12, 2005 between the registrant and the investors.
Item 9.01 Financial Statements and Exhibits
10.1 Securities Purchase Agreement, dated as of January 12, 2005, among Ramp
Corporation and each of DKR Soundshore Oasis Holding Fund Ltd.,
Harborview Master Fund, L.P. and Platinum Partners Value Arbitrage Fund,
L.P., together with schedules attached thereto.
10.2 8% Convertible Debenture, dated January 12, 2005, issued to each of DKR
Soundshore Oasis Holding Fund Ltd., Harborview Master Fund, L.P. and
Platinum Partners Value Arbitrage Fund, L.P.
10.3 Common Stock Purchase Warrant, dated January 12, 2005, issued to each of
DKR Soundshore Oasis Holding Fund Ltd., Harborview Master Fund, L.P. and
Platinum Partners Value Arbitrage Fund, L.P.
10.4 Additional Investment Right, dated January 12, 2005, issued to each of
DKR Soundshore Oasis Holding Fund Ltd., Harborview Master Fund, L.P. and
Platinum Partners Value Arbitrage Fund, L.P.
10.5 Registration Rights Agreement, dated as of January 12, 2005, among Ramp
Corporation and each of DKR Soundshore Oasis Holding Fund Ltd.,
Harborview Master Fund, L.P. and Platinum Partners Value Arbitrage Fund,
L.P.
99.1 Press Release of the Registrant dated January 13, 2005.
SIGNATURES
According 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, thereunto duly authorized on January 14, 2005.
RAMP CORPORATION
/s/ Ron Munkittrick
By: Ron Munkittrick
Its: Chief Financial Officer
Date: January 14, 2005