Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - Network Cadence, Inc. | ex10x2.htm |
| EX-10.5 - EXHIBIT 10.5 - Network Cadence, Inc. | ex10x5.htm |
| EX-10.1 - EXHIBIT 10.1 - Network Cadence, Inc. | ex10x1.htm |
| EX-10.6 - EXHIBIT 10.6 - Network Cadence, Inc. | ex10x6.htm |
| EX-10.7 - EXHIBIT 10.7 - Network Cadence, Inc. | ex10x7.htm |
| EX-10.3 - EXHIBIT 10.3 - Network Cadence, Inc. | ex10x3.htm |
| EX-10.4 - EXHIBIT 10.4 - Network Cadence, Inc. | ex10x4.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): June 10, 2010
VERECLOUD, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52882
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26-0578268
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
Number)
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6569
South Greenwood Plaza Boulevard
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Number
400
Englewood,
Colorado
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80111
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(877)
711-6492
(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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Item
1.01. Entry into a Material Definitive Agreement.
Loan Agreement and Related
Transactions
On June 10,
2010 (the "Effective Date"), Verecloud, Inc. (the "Company") entered into a loan
agreement (the "Loan Agreement") with TMG Holdings Colorado, LLC, a Texas
limited liability company ("TMG Colorado"). Pursuant to the Loan
Agreement, TMG Colorado agreed to provide the Company with a revolving line of
credit in the principal amount of up to $1,564,000 (the "Loan"). On
June 11, 2010, the Company borrowed $564,000 (the "Initial Advance") pursuant to
a revolving credit note (the "Note") issued by the Company pursuant to the Loan
Agreement. Interest accrues on the outstanding principal amount of
the Loan at the rate of 10% per annum and is paid quarterly, commencing on June
30, 2011. The Loan matures on June 30, 2012 and may be prepaid at
anytime without premium or penalty. The Loan Agreement provides that,
without the prior written consent of TMG Colorado, the Company may not
declare any dividends or make any other distributions of money or other property
with respect to the Company's shares, nor may the Company, for a
period of 75 days following the Effective Date, issue any additional shares of
the Company's common stock ("Common Stock"), except under limited circumstances
described in the Loan Agreement. The Loan Agreement also contains
customary representations, warranties and covenants. The Company's
obligations under the Loan are secured by a first priority lien on all of the
Company's assets pursuant to a security agreement (the "Security Agreement")
between the Company and TMG Colorado dated as of the Effective
Date. Failure to pay any amount of principal or interest when due,
failure to comply with any other terms and conditions of the Loan Agreement, the
Note or the Security Agreement, any false or inaccurate material representation,
the bankruptcy of the Company, or liquidation, termination or dissolution of the
Company, will result in an acceleration of the total balance of outstanding
interest and principal on the Note. In addition, upon any of the
foregoing defaults, the Note shall accrue default interest at a rate of 18% per
annum and TMG Colorado may foreclose on the Company’s assets.
On the
Effective Date, the Company entered into a subscription agreement (the
"Subscription Agreement") with TMG Holdings, LLC, a Texas limited liability
company ("TMG Holdings"), and affiliate of TMG Colorado. Pursuant to
the Subscription Agreement, the Company issued TMG Holdings 21,800,000 shares of
the Company's Common Stock for $0.02 per share, or an aggregate purchase price
of $436,000.00. In addition, the Subscription Agreement provides
that, for a period of six months following the Effective Date, if the Company
registers shares for its own account or the account of other shareholders, it
will include in its registration statement the Common Stock held by TMG Holdings
if so requested by TMG Holdings, subject to customary cutbacks. The
Company also granted TMG Holdings a preemptive right to purchase any Common
Stock to be issued by the Company during the period commencing on the Effective
Date and terminating upon full repayment of the Note.
On the
Effective Date, the Company entered a independent contractor
consulting agreement (the "Consulting Agreement") with The Mesa Group,
Inc., a Texas corporation ("TMG"), and an affiliate of TMG Colorado and TMG
Holdings, pursuant to which TMG agreed to render consulting services with
respect to organizational and business matters to the Company. The
Consulting Agreement has a three year-term and provides that, commencing on
March 31, 2011 and terminating on December 31, 2013, the Company shall pay TMG
an aggregate amount of $744,000 in 12 quarterly payments of
$62,000.
The foregoing summary of the Loan
Agreement, the Note, the Security Agreement, the Subscription Agreement and the
Consulting Agreement are qualified in their entirety by reference to Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5, respectively, which are incorporated herein by
reference.
Note Purchase
Agreement
In connection with the Loan Agreement,
on June 11, 2010, the Company entered into a Note Purchase Agreement (the "Note
Purchase Agreement") with Pat and Ann Burke (collectively, the "Burkes"), former
owners of membership interests in the Company's wholly-owned subsidiary Cadence
II, LLC ("Cadence II"). Pursuant to the Note Purchase Agreement, the
Company: (i) paid the Burkes $750,000 in full satisfaction and repayment of the
promissory note (the "Burke Note") issued to the Burkes on May 26, 2009 pursuant
to the Purchase Agreement dated May 26, 2009 between Cadence II and the Burkes
(the "Interests Purchase Agreement") whereby Cadence II purchased 100% of the
Burkes' membership interests in Cadence II, as previously disclosed in the
Company's Current Report on Form 8-K, dated September 1, 2009; and (ii) issued
to the Burkes a Common Stock Purchase Warrant (the "Warrant"), pursuant to which
the Burkes may purchase up to 1,250,000 shares of the Company's Common Stock for
$.01 per share. The Warrant is exercisable for five years and may be
exercised on a cashless basis. Pursuant to the terms of the Note
Purchase Agreement, the Company and the Burkes terminated the Interests Purchase
Agreement.
The foregoing summary of the Note
Purchase Agreement and the Warrant are qualified in their entirety by reference
to Exhibits 10.6 and 10.7, respectively, which are incorporated herein by
reference.
Item
1.02. Termination of a Material Definitive Agreement.
The disclosure regarding the repayment
of the Burke Note and the termination of the Interests Purchase Agreement set
forth under the heading "Note Purchase Agreement" in Item 1.01 above is
incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure regarding the Loan
Agreement, the Note and the Security Agreement set forth under the heading "Loan
Agreement and Related Transactions" in Item 1.01 above is incorporated herein by
reference.
Item
3.02. Unregistered Sales of Equity Securities.
The disclosure regarding the
Subscription Agreement set forth under the heading "Loan Agreement and Related
Transactions" and the Warrant set forth under the heading "Burke Note Purchase
Agreement" in Item 1.01 above is incorporated herein by
reference. The issuances of the Common Stock and the Warrant were
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Regulation D promulgated thereunder
("Regulation D"), based upon the Company's compliance with such rules and
regulations. The Company received representations and warranties from
TMG Holdings and the Burkes that the Common Stock and the Warrant were acquired
with investment intent, that TMG Holdings and the Burkes are accredited
investors (as such term is defined in Rule 501 of Regulation D) and no form of
general solicitation or general advertising was conducted in connection with the
offering. The Common Stock and the Warrant contain certain
restrictions on transfer in accordance with the rules and regulations of the
Securities Act and Regulation D.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit
#
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Description
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Reference
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10.8
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Purchase
Agreement by and among Cadence II, LLC, Pat Burke and Ann Burke dated as
of May 26, 2009
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Incorporated
by reference as Exhibit 10.2 from the Company's Form 8-K filed September
1, 2009
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10.9
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Promissory
Note dated of May 26, 2009 by Cadence II, LLC
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Incorporated
by reference as Exhibit 10.3 from the Company's Form 8-K filed September
1, 2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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VERECLOUD,
INC.
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Date:
June 16, 2010
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By:
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/s/
John McCawley
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John
McCawley
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Chief
Executive Officer
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Exhibit
Index
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Exhibit
#
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Description
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Reference
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10.8
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Purchase
Agreement by and among Cadence II, LLC, Pat Burke and Ann Burke dated as
of May 26, 2009
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Incorporated
by reference as Exhibit 10.2 from the Company's Form 8-K filed September
1, 2009
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10.9
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Promissory
Note dated of May 26, 2009 by Cadence II, LLC
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Incorporated
by reference as Exhibit 10.3 from the Company's Form 8-K filed September
1, 2009
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