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): May 21, 2010
Vertical
Computer Systems, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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000-28685
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65-0393635
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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101
West Renner Road, Suite 300
Richardson,
Texas
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75082
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(972)
437-5200
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
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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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Item
3.02.
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Unregistered
Sales of Equity Securities.
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In
connection with the asset acquisition transaction described in Item 8.01 below,
100,000 shares of Series B Convertible Preferred Stock of Vertical Healthcare
Solutions, Inc. (“VHS”) have been issued. The issuance of such securities was made pursuant to a
privately negotiated transaction that did not involve a public offering of
securities and, accordingly, Vertical Computer Systems, Inc. (the
“Company”) believes that this
transaction was exempt from the registration requirements of the Securities Act
of 1933 pursuant to Section
4(2) of the Securities
Act.
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Item 8.01.
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Other
Events.
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Purchase
of Assets of Pelican Applications, LLC
On May
21, 2010, a newly formed subsidiary of the Company purchased the business and
substantially all the assets of Pelican Applications, LLC, a California limited
liability company (“Pelican”). The business and assets acquired
included SnAPPnet, a software application product currently used for physician
credentialing, as well as Pelican’s entire customer base. The
purchase price consisted of a combination of cash, assumption of certain
contractual liabilities, royalty payments on future gross revenues of the newly
formed subsidiary, plus 100,000 shares of Series B Convertible Preferred Stock
of VHS. The bulk of the royalty stream, which is premised upon future
gross revenues of the newly formed subsidiary, will be paid to the members of
Pelican pro rata to their
respective ownership of the membership interests in Pelican, and will expire on the
first to occur of 10 years following closing or the payment of $2.5
million.
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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Vertical
Computer Systems, Inc.
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(Registrant)
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Date:
May 25,
2010
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By:
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/s/
Richard Wade
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Richard
Wade, President &
Chief
Executive Officer
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