Attached files
| file | filename |
|---|---|
| EX-4.1 - WORKSTREAM INC | fp0001198_ex4-1.htm |
| EX-10.4 - WORKSTREAM INC | fp0001198_ex10-4.htm |
| EX-10.3 - WORKSTREAM INC | fp0001198_ex10-3.htm |
| EX-99.1 - WORKSTREAM INC | fp0001198_ex99-1.htm |
| EX-10.6 - WORKSTREAM INC | fp0001198_ex10-6.htm |
| EX-10.5 - WORKSTREAM INC | fp0001198_ex10-5.htm |
| EX-10.1 - WORKSTREAM INC | fp0001198_ex10-1.htm |
| EX-10.2 - WORKSTREAM INC | fp0001198_ex10-2.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): December 11, 2009
WORKSTREAM
INC.
(Exact Name of Registrant as Specified in Charter)
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CANADA
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001-15503
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N/A
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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485 N.
KELLER ROAD, SUITE 500, MAITLAND, FL 32751
(Address of Principal Executive Offices) (Zip Code)
(407)
475-5500
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On
December 11, 2009, Workstream Inc. (the “Company”) entered into a separate
Exchange Agreement (collectively, the “Exchange Agreements”) with each of the
holders of its senior secured promissory notes (collectively, the “Investors”)
pursuant to which, among other things, each Investor exchanged its existing
senior secured note (collectively, the “Prior Secured Notes”) for (i) a
replacement senior secured non-convertible note (a “Non-Convertible Note”), (ii)
a senior secured convertible note that is convertible into the Company's common
shares at a conversion price of $.25 (a “$.25 Convertible Note”), and (iii) a
senior secured convertible note that is convertible into the Company's common
shares at a conversion price of $.10 (a “$.10 Convertible Note,” and together
with the Non-Convertible Notes and the $.25 Convertible Notes, collectively, the
“Notes”). Pursuant to the terms of the separate Exchange Agreements,
the Company issued Non-Convertible Notes in an aggregate principal amount of
$9,500,000, $.25 Convertible Notes in an aggregate principal amount of
$6,650,000 and $.10 Convertible Notes in an aggregate principal amount of
$5,361,337. The aggregate principal amount of all of the Notes issued pursuant
to the Exchange Agreements is $21,511,337, which was the aggregate amount of
principal and accrued interest outstanding under the Prior Secured
Notes.
Each Note
continues to be secured by a lien on all of the assets of the Company and its
subsidiaries pursuant to the terms of the existing Security Agreement with the
Investors, as amended in connection with the exchange transaction.
Interest on each Note accrues at an annual rate of 9.5%. Interest on
the $.25 Convertible Notes and the $.10 Convertible Notes compounds on a
quarterly basis and is payable, together with principal, on July 31, 2012 (the
“Maturity Date”). Interest on the Non-Convertible Notes compounds on
a quarterly basis and is payable on the Maturity Date, while principal is
payable on a quarterly basis pursuant to an agreed upon schedule.
Upon the
occurrence of an event of default, as defined in the Notes, an Investor may
require the Company to redeem all or a portion of such Investor’s
Notes. Upon a disposition of assets or liquidity event (each as
defined in the New Notes), the Company is required to use 100% of the net
proceeds to redeem the Notes. Each Note contains customary covenants with
which the Company must comply. Each subsidiary of the Company
previously agreed to guarantee the obligations of the Company under the Prior
Secured Notes and has reaffirmed such guarantee with respect to the Notes by
delivering to the Investors a Reaffirmation of Guaranty. The Company
and each of the Investors also entered into a Second Amended and Restated
Registration Rights Agreement principally in order to include the common shares
of the Company into which the $.25 Convertible Notes and the $.10 Convertible
Notes are convertible as registrable securities.
A copy of
the form of Exchange Agreement is attached as Exhibit 10.1. A copy of
the form of Non-Convertible Note is attached as Exhibit 10.2. A copy
of the form of $.25 Convertible Note is attached as Exhibit 10.3. A
copy of the form of $.10 Convertible Note is attached as Exhibit
10.4. A copy of the Amendment to Security Agreement is attached as
Exhibit 10.5. A copy of the form of Reaffirmation of Guaranty is
attached as Exhibit 10.6. A copy of the Second Amended and Restated
Registration Rights Agreement is attached as Exhibit 4.1. The
descriptions contained herein are qualified by reference to the documents
attached hereto.
On
December 14, 2009, the Company issued a press release announcing that it had
entered into the Exchange Agreement and consummated the transactions
contemplated thereby. The full text of such press release is attached hereto as
Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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4.1
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Second
Amended and Restated Registration Rights Agreement dated December 11, 2009
among the Company and the Investors
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10.1
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Form
of Exchange Agreement dated December 11, 2009 among the Company and each
Investor
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10.2
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Form
of Non-Convertible Note
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10.3
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Form
of $.25 Convertible Note
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10.4
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Form
of $.10 Convertible Note
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10.5
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Amendment
to Security Agreement dated December 11, 2009 among the Company, each
subsidiary of the Company and each
Investor
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10.6
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Form
of Reaffirmation of Guaranty dated December 11,
2009
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99.1
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Press
release issued by the Company on December 14,
2009
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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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WORKSTREAM
INC.
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Dated: December
16, 2009
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By:
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/s/
Michael Mullarkey
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Name:
Michael Mullarkey
Title:
Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No. Description
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4.1
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Second
Amended and Restated Registration Rights Agreement dated December 11, 2009
among the Company and the Investors
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10.1
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Form
of Exchange Agreement dated December 11, 2009 among the Company and each
Investor
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10.2
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Form
of Non-Convertible Note
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10.3
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Form
of $.25 Convertible Note
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10.4
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Form
of $.10 Convertible Note
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10.5
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Amendment
to Security Agreement dated December 11, 2009 among the Company, each
subsidiary of the Company and each
Investor
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10.6
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Form
of Reaffirmation of Guaranty dated December 11,
2009
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99.1
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Press
release issued by the Company on December 14,
2009
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