- Current report filing (8-K)
July 14 2009 - 1:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED)
Earliest
Event Date requiring this Report: July 9,
2009
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CHDT
CORPORATION
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FLORIDA 0-28331 84-1047159
(State of
Incorporation or (Commission File
Number) (I.R.S. Employer
Organization)
Identification
No.)
350 Jim
Moran Blvd.
Suite
120
Deerfield
Beach, Florida 33442
(Address
of principal executive offices)
(954)
252-3440
(Registrant's
telephone number, including area code)
Item 1.01
Entry into a Material Definitive Agreement
Item
3.02
Unregistered
Sales of Equity Securities
On July 9,
2009, CHDT Corporation (“Company”) entered into a Stock Purchase Agreement
(“Agreement”) with Involve, LLC, a private Florida limited liability company,
(“Investor”) whereby the Company sold 1,000 restricted shares of a newly
authorized Series C Convertible Preferred Stock, $1.00 par value per share, of
the Company (“Series C Stock”) for $700 per share or for an aggregate purchase
price of $700,000. The sale was made in reliance on the exemption
from registration under Rule 506 under Regulation D of the Securities Act of
1933, as amended. The proceeds from the sale of the Series C Stock
shall be used for general working capital purposes of the Company and its
subsidiaries. The Company intends to work closely with the Investor in seeking
to arrange future financing or funding for the Company. This
transaction is part of the Company’s efforts to attain more affordable and more
reliable sources of funding or financing for the Company and its operating
subsidiaries.
The
Agreement also provides, in part, that: (a) the Series C Stock shall
be entitled to elect two directors to the Company Board of Directors as long as
the Series C Stock is outstanding, (b) the restatement of the Company Articles
of Incorporation to authorize the Series C Stock and a new series of preferred
stock, designated “Series B-1 Convertible Preferred Stock, $0.0001 par value per
share, (“Series B-1 Stock”) and (c) no senior series of preferred stock to the
Series C Stock shall be issued by the Company unless the directors elected by
the Series C Stock approve such issuance or the issuance of a senior series of
preferred stock is to an “accredited investor” (as defined in Rule 501(a) of
Regulation D) for net offering proceeds of $5,000,000 or more. The
Series C Stock can be converted upon holder’s demand into shares of Company
Common Stock at a conversion ratio of one share of Series C Stock for sixty
seven thousand nine hundred seventy nine and 425/100’s shares of Common Stock;
provided, however, in no event shall any holder of Series C Stock be entitled to
convert that number of Series C Stock if such conversion would cause the holder
of the Series C Stock to own more than 4.99% of the then-outstanding shares of
Common Stock (as adjusted for the conversion). The Series B-1 Stock
is convertible upon the holder’s demand into shares of Common Stock at the
conversion ratio of one share of Series B-1 Stock for sixty six and 66/100’s
shares of Common Stock. The Series B-1 Stock does not have any voting
rights or right to elect directors. The Series C Stock has a liquidation
preference of $700 per share and the Series B-1 Stock has a liquidation
preference of $1.00 per share. The Series C Stock otherwise ranks
pari passu
with the
Series B-1 Stock. No registration rights have been granted to the Series C Stock
or the Series B-1 Stock.
Under the
Agreement, the Investor is entitled from July 9, 2009 through July 9, 2011 to
participate in an amount up to or equal to 50% of offering amount of any private
placement of the Company’s securities and to do so on the same terms, conditions
and price offered other prospective investors in any such private placement. The
Agreement also requires the Company to attain and maintain a key man life
insurance policy for two years on Stewart Wallach for $700,000 with the Investor
as the policy beneficiary.
The Series
B-1 Stock is substantially identical to the Series B Convertible Preferred
Stock, which has been cancelled by its holders, all directors of the Company,
effective on July 9, 2009. Former holders of the Series B Stock will
receive shares of Series B-1 Stock. The Series B-1 Stock was
authorized and the Series B Stock was cancelled to ensure sufficient authorized
shares of the B-1 serial preferred stock.
The
foregoing summary of the Agreement and Series C Stock is qualified in its
entirety to the Agreement, which is attached hereto as Exhibit 10.1 to this
Report, and the Amended and Restated Articles of Incorporation of the Company,
dated July 9, 2009, which is attached hereto as Exhibit 3.1 to this
Report.
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 9,
2009, the Company filed Amended and Restated Articles of Incorporation
(“Restated Articles”) with the Secretary of State of the State of Florida, which
amended and restated articles of incorporation are attached hereto as Exhibit
3.1 to this Report. The Restated Articles were filed to authorize the
Series C Stock and Series B-1 Stock and provide for the Series C Stock’s right
to elect two directors to the Company’s Board of Directors, and reduce the
maximum number of directors to seven. The foregoing summary is
qualified in its entirety by reference to the Restated Articles, attached as
Exhibit 3.1 to this Report.
Item 9.01
— Financial Statements and Exhibits
(c)
Exhibits:
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Exhibit
No.
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Description
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3.1
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Amended
and Restated Articles of Incorporation of CHDT Corporation, dated as of 9
July 2009
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10.1
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Stock
Purchase Agreement, dated July 9, 2009, by CHDT Corporation, its
subsidiaries and Involve, LLC.
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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.
CHDT
CORPORATION
Date: July
10, 2009
By: /s/
Stewart Wallach
Stewart
Wallach Chief Executive Officer & President
EXHIBIT
INDEX
EXHIBIT
No. DESCRIPTION
OF EXHIBIT
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|
|
Exhibit
No.
|
|
Description
|
3.1
|
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Amended
and Restated Articles of Incorporation of CHDT Corporation, dated as of 9
July 2009
|
10.1
|
|
Stock
Purchase Agreement, dated July 9, 2009, by CHDT Corporation, its
subsidiaries and Involve, LLC.
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