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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. (20549)
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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): June 30, 2006
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ILINC COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13725 76-0545043
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2999 NORTH 44TH STREET, SUITE 650, PHOENIX, ARIZONA 85018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(602) 952-1200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 30, 2006, iLinc Communications, Inc. (the "Company) executed an agent
agreement (the "Agent Agreement") with ComVest West, Inc., a Tennessee
Corporation, ("ComVest") that authorized ComVest to seek on behalf of the
Company potential distributors that are specifically identified within the Agent
Agreement. Should the Company negotiate and execute a distributor agreement with
one of those listed potential distributors, during the first two years of the
Agent Agreement, then ComVest will receive a fee equal to ten percent, during
the first six months of the Agent Agreement's ten year term, or twelve percent
thereafter, of the net revenue earned and collected by the Company from sales
through that newly authorized distributor. On June 30, 2006, the Company
executed a distributorship agreement with Softmart Commercial Services, Inc.,
one of the potential distributors that were listed in the Agent Agreement. The
Agent Agreement defines net revenue upon which the fee is based as the amount
earned and collected by the Company after deduction of all amounts owed to or
associated with sales of the distributor, including any sales discounts, sales
incentives, rebates or other sales expenses.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 30, 2006, the Company executed the Agent Agreement with ComVest that
authorized ComVest to seek on behalf of the Company potential distributors. The
material terms of the Agent Agreement are described in Section 1.01 above. As
further inducement to the Agent for its efforts, iLinc granted to ComVest a
warrant with the effective date of July 1, 2006 to purchase 1,000,000 shares of
iLinc's common stock, par value $0.001, with an exercise price of $0.55 per
share (the "Warrant"). The Warrant expires on the fifth anniversary of the its
effective date and vests as follows: 200,000 shares of common stock should the
cumulative net revenue (as defined in the Agent Agreement) derived by the
Company from distributors covered by the Agent Agreement exceed $1,000,000; then
200,000 shares of common stock should the cumulative net revenue exceed
$2,000,000; then 200,000 shares of common stock should the cumulative net
revenue exceed $5,000,000; then 200,000 shares of common stock should the
cumulative net revenue exceed $8,000,000; then 200,000 shares of common stock
should the cumulative net revenue exceed $12,000,000. Furthermore, should the
cumulative net revenue during the first 24 months of the Agent Agreement, total
less than $1,000,000, then the unvested portion of the Warrant shall expire
without further force or effect. The Company relied on the registration
exemption afforded by Section 4(2) of the Securities Act of 1933, as amended, in
issuing the Warrant.
ITEM 9.01. (D) EXHIBITS.
The following exhibit is filed herewith:
EXHIBIT NUMBER DESCRIPTION
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4.1 Warrant
SIGNATURE
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.
ILINC COMMUNICATIONS, INC.
By: /s/ James M. Powers, Jr.
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President and Chief Executive Officer
Date: July 6, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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4.1 Warrant