XFMY 8k report to debt free and ready for announcement of new company name this month.
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01
DISPOSITION OF ASSETS
Effective April 1, 2013, XFormity, Inc., a Texas corporation (“XFormity”), the wholly-owned subsidiary of XFormity Technologies, Inc., a Colorado corporation (the “Company”) and JACK RABIN , in his capacity as Trustee under that certain Trust Indenture dated January 12, 2006 (“ Rabin” or “ Trustee ”) on behalf of the holders (individually a “ Lender ” and collectively the “ Lenders ”) of 9% Secured Convertible Debentures (the “ Debentures ”) executed an Agreement to Accept Collateral in Full Satisfaction of Obligations (“Agreement to Accept Collateral”).
The Debentures were issued by the Company from time to time and had an outstanding principal balance of approximately $1.2 million and accrued and unpaid interest of approximately $304,000. The obligations of XFormity to the Lenders under the Debentures are secured by a Security Agreement from Debtor to the Trustee for the benefit of Lenders under that certain Trust Indenture dated January 12, 2006, representing a senior security interest covering all of the tangible and intangible assets of the Company. The Debentures have been in default since their maturity date of July 31, 2012. The Trustee, acting under the authority of the Indenture and a Majority in Interest of the Debenture holders, had been forbearing in exercising its rights under the Security Agreement to permit the Company an opportunity to sell the Company’s assets to satisfy the obligations under the Debentures. The efforts of the Company to sell its assets to Altametrics XFormity, LLC (“Altametrics”) were unsuccessful and terminated effective March 29, 2013, as previously announced by the Company.
In recognition of the inevitability of the rights of the Trustee under the Debentures and Security Agreement, the Company’s Board of Directors authorized the Company to execute and deliver the Agreement to Accept Collateral pursuant to which the Company has voluntarily assigned and transferred to the Trustee substantially all of the Company’s tangible and intangible assets. In consideration of the voluntary transfer of assets, the Trustee on behalf of the Debenture holders has agreed to accept the transfer of assets in full satisfaction of all of the Company’s obligations under the Debentures. As the Company had been under an agreement to sell the assets to Altametrics in consideration of $1.3 million, it was recognized that the market value of the assets was substantially less than the aggregate liability of the Company under the Debentures, including principal and all accrued and unpaid interest. The transaction was in the nature of a “deed in lieu” transaction , and resulted in the Company being dispossessed of its assets in consideration of a release from further liability under the Debentures.
Giving effect to the consummation of the Agreement to Accept Collateral, the Company will now be deemed a “shell company” within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”).
2
ITEM 9.01
PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a)
Financial Statements
None
(b)
Pro Forma Financial Information
The Company includes herewith Pro Forma Financial Information giving effect to the assignment of substantially all of its assets to the Indenture Trustee pursuant to the Agreement to Accept Collateral. The Pro Forma Income Statements give effect to the disposition of the assets as if it had occurred as of the beginning of each period shown. The Pro Forma Balance Sheet gives effect to the disposition of the assets as if it had occurred as of the balance sheet dates.
(c)
Exhibits
99.1
Agreement to Accept Collateral in Full Satisfaction of Obligations.
99.2
Assignment and Assumption
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 thereunto duly authorized.
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 2.01
DISPOSITION OF ASSETS
Effective April 1, 2013, XFormity, Inc., a Texas corporation (“XFormity”), the wholly-owned subsidiary of XFormity Technologies, Inc., a Colorado corporation (the “Company”) and JACK RABIN , in his capacity as Trustee under that certain Trust Indenture dated January 12, 2006 (“ Rabin” or “ Trustee ”) on behalf of the holders (individually a “ Lender ” and collectively the “ Lenders ”) of 9% Secured Convertible Debentures (the “ Debentures ”) executed an Agreement to Accept Collateral in Full Satisfaction of Obligations (“Agreement to Accept Collateral”).
The Debentures were issued by the Company from time to time and had an outstanding principal balance of approximately $1.2 million and accrued and unpaid interest of approximately $304,000. The obligations of XFormity to the Lenders under the Debentures are secured by a Security Agreement from Debtor to the Trustee for the benefit of Lenders under that certain Trust Indenture dated January 12, 2006, representing a senior security interest covering all of the tangible and intangible assets of the Company. The Debentures have been in default since their maturity date of July 31, 2012. The Trustee, acting under the authority of the Indenture and a Majority in Interest of the Debenture holders, had been forbearing in exercising its rights under the Security Agreement to permit the Company an opportunity to sell the Company’s assets to satisfy the obligations under the Debentures. The efforts of the Company to sell its assets to Altametrics XFormity, LLC (“Altametrics”) were unsuccessful and terminated effective March 29, 2013, as previously announced by the Company.
In recognition of the inevitability of the rights of the Trustee under the Debentures and Security Agreement, the Company’s Board of Directors authorized the Company to execute and deliver the Agreement to Accept Collateral pursuant to which the Company has voluntarily assigned and transferred to the Trustee substantially all of the Company’s tangible and intangible assets. In consideration of the voluntary transfer of assets, the Trustee on behalf of the Debenture holders has agreed to accept the transfer of assets in full satisfaction of all of the Company’s obligations under the Debentures. As the Company had been under an agreement to sell the assets to Altametrics in consideration of $1.3 million, it was recognized that the market value of the assets was substantially less than the aggregate liability of the Company under the Debentures, including principal and all accrued and unpaid interest. The transaction was in the nature of a “deed in lieu” transaction , and resulted in the Company being dispossessed of its assets in consideration of a release from further liability under the Debentures.
Giving effect to the consummation of the Agreement to Accept Collateral, the Company will now be deemed a “shell company” within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”).
2
ITEM 9.01
PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a)
Financial Statements
None
(b)
Pro Forma Financial Information
The Company includes herewith Pro Forma Financial Information giving effect to the assignment of substantially all of its assets to the Indenture Trustee pursuant to the Agreement to Accept Collateral. The Pro Forma Income Statements give effect to the disposition of the assets as if it had occurred as of the beginning of each period shown. The Pro Forma Balance Sheet gives effect to the disposition of the assets as if it had occurred as of the balance sheet dates.
(c)
Exhibits
99.1
Agreement to Accept Collateral in Full Satisfaction of Obligations.
99.2
Assignment and Assumption
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 thereunto duly authorized.
