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EX-10.2 - Seaniemac International, Ltd.v167906_ex10-2.htm
EX-10.1 - Seaniemac International, Ltd.v167906_ex10-1.htm
EX-10.3 - Seaniemac International, Ltd.v167906_ex10-3.htm

UNITED STATES
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): November 23, 2009

Compliance Systems Corporation
(Exact name of registrant as specified in its charter)

Nevada
 
333-131862
 
20-4292198
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

90 Pratt Oval, Glen Cove, New York
 
11542
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (516) 674-4545

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:
 
¨
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))

 
 

 

Item 1.01
Entry into a Material Definitive Agreement.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02
Unregistered Sales of Equity Securities.

On November 23, 2009, Compliance Systems Corporation (the “Corporation”), a Nevada corporation, sold and issued to Agile Opportunity Fund, LLC (“Agile”) a Secured Convertible Debenture (the “Agile November 2009 Debenture”) in the original principal amount of $80,000 pursuant to the Second Omnibus Amendment and Securities Purchase Agreement, dated as of November 23, 2009 (the “Agile November 2009 Securities Purchase Agreement”), between the Corporation and Agile.

In connection with the sale and issuance of the Agile November 2009 Debenture, (i) Agile extended the maturity date to February 22, 2010 of the two Secured Convertible Debentures (collectively, the “2008 Debentures”) that the Corporation sold to Agile in May and September 2008, each in the principal amount of $300,000, and (ii) the Corporation issued to Agile 2.6 million shares (each, an “Agile November 2009 Equity Incentive Share”) of the common stock, par value $0.001 per share (the “Common Stock”), of the Corporation.  The 2008 Debentures were originally scheduled to mature on November 6, 2009.

The total gross consideration received by the Corporation from Agile in connection with the sale and issuance of the Agile November 2009 Debenture, the extension of the maturity date of the 2008 Debentures and the issuance of the 2.6 million Agile November 2009 Equity Incentive Shares was $80,000.

The Agile November 2009 Debenture matures on May 22, 2010.  The Agile November 2009 Debenture is to bear interest at the rate of 15% per annum, payable monthly, although the Agile November 2009 Debenture further provides that, in addition to interest, Agile is entitled to an additional payment, at maturity or whenever principal is paid, such that Agile’s annualized return on the amount of principal payment so paid equals 30%.  The principal and all accrued and unpaid interest under the Agile November 2009 Debenture is, at the option of Agile, convertible into shares (each, an “Agile November 2009 Debenture Share”) of Common Stock at a conversion price of $0.05 per share (subject to anti-dilution adjustment).  The Corporation’s obligations under the Agile November 2009 Debenture are secured by all of the assets of the Corporation and are subject to limited non-recourse guarantees of Dean R. Garfinkel, the Corporation’s chief executive officer, Barry M. Brookstein, the Corporation’s chief financial officer, and an entity in which Mr. Brookstein is the sole owner.  Such guarantees have been secured by a pledge of the preferred stock owned by the guarantors.

In connection with the sale and issuance of the Agile November 2009 Debenture and the 2.6 million Agile November 2009 Equity Incentive Shares, the Corporation issued to its investment banker, Cresta Capital Strategies, LLC, five-year warrants (each, a “Cresta November 2009 Warrant”) to purchase 320,000 shares (each, a “Cresta November 2009 Warrant Share”) of Common Stock at a purchase price of $0.05 per share.
 
 
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The Corporation believes that the issuances of the Agile November 2009 Debenture, the 2.6 million Agile November 2009 Equity Incentive Shares and the Cresta Agile November 2009 Warrants are, and the issuance of the Agile November 2009 Debenture Shares and Cresta November 2009 Warrant Shares, if any, will be, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration granted under Section 4(2) of the Securities Act due to the fact that the issuances and sales of the shares were conducted pursuant to a series of related transactions not involving any public offering.

Item 9.01
Financial Statements and Exhibits.

Set forth below is a list of exhibits to this Current Report on Form 8-K:

Exhibit
   
Number
 
Description
10.1
 
Second Omnibus Amendment and Securities Purchase Agreement, dated as of November 23, 2009, between Compliance Systems Corporation and Agile Opportunity Fund, LLC.
10.2
 
Secured Convertible Debenture of Compliance Systems Corporation, dated November 23, 2009, in the principal amount of $80,000 and payable to Agile Opportunity Fund, LLC.
10.3
 
Warrant Certificate of Compliance Systems Corporation, dated as of November 23, 2009, registered in the name of Cresta Capital Strategies, LLC.
10.4
 
Secured Convertible Debenture of Compliance Systems Corporation, dated May 6, 2008, in the principal amount of $300,000 and payable to Agile Opportunity Fund, LLC.  [Incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange Commission on May 12, 2008.]
10.5
 
Secured Convertible Debenture of Compliance Systems Corporation, dated September 2, 2008, in the principal amount of $300,000 and payable to Agile Opportunity Fund, LLC.  [Incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K (Date of Report: September 2, 2008), filed with the Securities and Exchange Commission on September 5, 2008.]
10.6
 
Limited Non-Recourse Guaranty Agreement, dated as of May 6, 2008, between Dean Garfinkel and Agile Opportunity Fund, LLC.  [Incorporated by reference to Exhibit 10.4 to the Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange Commission on May 12, 2008.]
10.7
 
Limited Non-Recourse Guaranty Agreement, dated as of May 6, 2008, between Barry Brookstein and Agile Opportunity Fund, LLC.  [Incorporated by reference to Exhibit 10.5 to the Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange Commission on May 12, 2008.]
10.8
 
Limited Non-Recourse Guaranty Agreement, dated as of May 6, 2008, between Spirits Management, Inc. and Agile Opportunity Fund, LLC.  [Incorporated by reference to Exhibit 10.6 to the Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange Commission on May 12, 2008.]
 
 
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10.9
  
Stock Pledge Agreement, dated as of May 6, 2008, between (sic) Agile Opportunity Fund, LLC, Dean Garfinkel and Barry Brookstein.  [Incorporated by reference to Exhibit 10.7 to the Corporation’s Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the Securities and Exchange Commission on May 12, 2008.]
 
 
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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.

Dated:  November 24, 2009
Compliance Systems Corporation
       
 
By:
/s/ Dean R. Garfinkel
 
   
Dean R. Garfinkel, President
 
 
 
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