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): March 31, 2005
WARP TECHNOLOGY HOLDINGS, INC.
------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 000-33197 88-0467845
---------------------- ---------------------- ----------------------
(State of (Commission File No.) (I.R.S.
Incorporation) Employer
Identification
Number)
151 Railroad Avenue, Greenwich, Connecticut 06830
-------------------------------------------------
(Address of Principal Executive Offices)
(203) 422-2950
--------------
(Registrant's Telephone Number, including area code)
--------------------------------------------------------------------------------
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))
--------------------------------------------------------------------------------
FORM 8-K
Warp Technology Holdings, Inc.
Section 3 - Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders.
(a)
Warp Technology Holdings, Inc. (the "Company"), has filed with the
Secretary of State of the State of Nevada a Certificate of Designation
establishing a series of preferred stock to be referred to as the Series C
Preferred Stock. Due to its rights and preferences, the Series C Stock modifies
the rights of the holders of the Company's common stock, par value $0.00001 per
share(the "Common Stock") as set forth in the Company's Articles of
Incorporation as modified by the Certificate of Designations. The material terms
of the Series C Stock are described below.
(b)
10,993,095 shares of the Company's Series C Stock were issued effective
March 31, 2005. As such shares have preferences over the Company's Common Stock,
the rights of the holders of Common Stock have been modified.
The Series C Stock has the following material terms:
- The Series C Stock will be convertible into Common Stock, at the option
of the holder, at a conversion price (the "Applicable Conversion Price")
that will initially be equal to $1.00. Accordingly, the Series C Stock is
convertible into Common Stock at a one to one (1:1) ratio. However, the
ratio is subject to adjustment pursuant to the anti-dilution protections
extended to the holders of Series C Stock. Under the anti-dilution
provisions, in the event the Company issues, at any time while shares of
Series C Stock are still outstanding, shares of Common Stock or any type
of securities convertible or exchangeable for, or otherwise giving a right
to acquire, shares of Common Stock, at a price below the Applicable
Conversion Price, then the Applicable Conversion Price will be adjusted to
the price per share equal to the price per share paid for such Common
Stock in such subsequent financing. This full-ratchet anti-dilution
protection on the Series C Stock will also be extended to any warrants
received in connection with the Subscription Agreement that are
outstanding at such time. In addition to the full-ratchet protection, the
Applicable Conversion Price will be equitably adjusted in the event of any
stock split, stock dividend or similar change in the Company's capital
structure.
- If the Company's market capitalization based on the shares of Common
Stock outstanding (including all shares of Common Stock underlying the
Shares of Series C Stock on an as converted basis) exceeds $50,000,000,
the shares of Common Stock underlying the
Series C Stock are registered, and the Company has an average daily
trading volume for 20 consecutive trading days of 100,000 shares per day,
then the Company may require the holders of Series C Stock to convert the
Series C Stock into Common Stock at the then Applicable Conversion Price.
- The holders of shares of Series C Stock will be entitled to receive
dividends, at a 6% annual rate, payable quarterly in arrears, either in
cash, or at the election of the Company, in shares of Common Stock. The
dividends are preferred dividends, payable in preference to any dividends
which may be declared on the Common Stock. Common Stock delivered in
payment of dividends will be valued at 90% of the average of the volume
weighted average price for the 20 trading day period ending on the trading
day immediately prior to the date set for payment of the dividend.
- Any unconverted and non-redeemed Shares of Series C Stock outstanding on
the third anniversary of the initial issuance of the Series C Stock, will
be automatically redeemed on that date, in cash, at $1.00 per share, plus
all accrued but unpaid dividends thereon (subject to equitable adjustment
for all stock splits, stock dividends, or similar events involving a
change in the capital structure of the Company).
- In the event of any liquidation of the Company, the Series C Stock will
receive an amount equal to the Series C Face Amount, plus all accrued but
unpaid dividends thereon, prior to any amounts being distributed to any
other series of Preferred Stock or to the Common Stock holders. After
payment of all liquidation preferences to all holders of Preferred Stock,
including the Series C Stock, the entire remaining available assets, if
any, shall be distributed among the holders of Common Stock, the holders
of Series C Stock, and any other class or series of Preferred Stock
entitled to participate with the Common Stock in a liquidating
distribution, in proportion to the shares of Common Stock then held by
them and the shares of Common Stock which they then have the right to
acquire upon conversion of such shares of Preferred Stock held by them.
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
The Certificate of Designation establishing the Series C Preferred Stock became
effective March 31, 2005. The Certificate of Designation modifies the Company's
Articles of Incorporation by establishing the rights and preferences of the
Series C Stock. The material terms of the Series C Stock are described above in
Item 3.03 of this report.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Exhibit
------ -------
3.11# Certificate of Designation, designating Series C Preferred
Stock, as filed with the Secretary of State of the State of
Nevada and effective March 31, 2005.
# Filed herewith.
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.
Dated: April 1, 2005 WARP TECHNOLOGY HOLDINGS, INC.
(Registrant)
By: /s/ Ernest C. Mysogland
------------------------------
Name: Ernest C. Mysogland
Title: Executive Vice President,
Chief Legal Officer and Secretary