Mzt Holdings, Inc. - Current report filing (8-K)
December 27 2007 - 10:43AM
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)
December 20,
2007
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12128
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04-2985132
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
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330
Nevada Street, Newton, Massachusetts
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02460
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant’s
telephone number, including area code)
(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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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
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Entry
into a
Material Definitive
Agreement.
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On
December 20, 2007, MZT Holdings, Inc. (the “Company”) entered into an Amendment
to and Consent of certain holders (the “Holders”) of certain secured promissory
notes sold by the Company in January 2006 and January 2007 (“Certain Secured
Promissory Notes”) by which the Holders (i) authorized SDS Capital Group SPC,
Ltd., as Collateral Agent for the holders of all of the Company’s outstanding
secured promissory notes, to repay other holders of secured promissory
notes
prior to paying the Holders the amounts due them on Certain Secured Promissory
Notes, (ii) authorized and directed SDS Capital Group SPC, Ltd. as Collateral
Agent, after all other holders of outstanding secured promissory notes
issued by
the Company had been repaid, to pay the holders of its Series A Convertible
Preferred Stock a liquidation preference amount prior to paying the Holders
the
amounts due them on Certain Secured Promissory Notes and (iii) agreed not
to
issue a default notice to the Company until on or after January 4, 2008
based on
non-payment of Certain Secured Promissory Notes after consummation of the
sale
of substantially all the Company’s assets. Among the Holders entering
into the Amendment and Consent were David B. Musket, a director of MZT
Holdings,
Inc., and various ProMed Funds with which Mr. Musket is affiliated.
A
copy of
the Amendment and Consent is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference. The description of the foregoing document
contained in this Current Report on Form 8-K is qualified in its entirety
by
reference to such document.
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Amendment
to and Consent of Certain Holders of Certain Secured Promissory
Notes
dated January 13, 2006 and January 22,
2007
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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.
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MZT
HOLDINGS, INC.
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Date:
December 27, 2007
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By:
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/s/ Patricia
Randall
Name:
Patricia Randall
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Title:
Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Amendment
to and Consent of Certain Holders of Certain Secured Promissory Notes
dated January 13, 2006 and January 22,
2007
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