Attached files
| file | filename |
|---|---|
| EX-10.5 - STEELCLOUD INC | v190281_ex10-5.htm |
| EX-3.2 - STEELCLOUD INC | v190281_ex3-2.htm |
| EX-10.4 - STEELCLOUD INC | v190281_ex10-4.htm |
| EX-10.1 - STEELCLOUD INC | v190281_ex10-1.htm |
| EX-10.6 - STEELCLOUD INC | v190281_ex10-6.htm |
| EX-99.1 - STEELCLOUD INC | v190281_ex99-1.htm |
| EX-10.7 - STEELCLOUD INC | v190281_ex10-7.htm |
| EX-10.9 - STEELCLOUD INC | v190281_ex10-9.htm |
| EX-10.3 - STEELCLOUD INC | v190281_ex10-3.htm |
| EX-10.8 - STEELCLOUD INC | v190281_ex10-8.htm |
| EX-10.10 - STEELCLOUD INC | v190281_ex10-10.htm |
| EX-10.2 - STEELCLOUD INC | v190281_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
July
2, 2010
Date of
Report (Date of earliest event reported)
STEELCLOUD,
INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
|
0-24015
|
54-1890464
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
20110
Ashbrook Place, Suite 130
Ashburn,
VA 20147
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (703) 674-5500
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1
– Registrant’s Business and Operations
Item 1.01 Entry into a Material
Definitive Agreement.
THE
CLIPPER TRANSACTION
On July
2, 2010, the Company completed the closing of the private sale and issuance of
$2,000,000 in new equity and debt securities to Clipper Investors LLC, an
Illinois limited liability company (“Clipper”). At the
closing, the Company issued to Clipper (a) 450,000 shares (the “Clipper Preferred Shares”) of
its Series A Convertible Preferred Stock (“Series A Preferred Stock”) for
$2.00 per share, (b) warrants (the “Clipper Warrants”) to purchase
20,000,000 shares of the Company’s common stock, $0.001 par value per share
(“Common Stock”) and (c)
a convertible promissory note in the principal amount of $1,100,000 (the “Clipper Note”) (collectively,
the “Clipper
Transaction”). The Company incurred no selling commissions in
connection with the Clipper Transaction. The net proceeds to the
Company from the Clipper Transaction are approximately $1,920,000.
Preferred
Stock and Warrant Purchase Agreement
In
connection with the Clipper Transaction, on July 2, 2010, the Company entered
into a Preferred Stock and Warrant Purchase Agreement (the “Clipper Preferred Stock Purchase
Agreement”) with Clipper pursuant to which Clipper agreed to purchase the
Clipper Preferred Shares and the Clipper Warrants for a total purchase price of
$900,000.
In brief,
the principal terms of the Series A Preferred Stock are as follows:
Dividends: The
holders of the Series A Preferred Stock are entitled to dividends, as
follows:
(A)
Quarterly dividends (“Preferred
Dividends”) of 10% per annum, paid in cash, until such time as the amount
of aggregate Contingent Preferred Dividends (described in paragraph (B) below)
paid equals $3,000,000, at which time the quarterly 10% dividend shall
terminate.
(B)
Contingent quarterly dividends (“Contingent Preferred
Dividends”), paid in cash, equal to 40% of the Company's net income for
the past rolling four quarters (less the amount of Preferred Dividends payable
as described in paragraph (A) above and paid hereunder for any of such quarters)
in excess of $1,500,000, until the aggregate amount paid by the Company for such
dividends equals $3,000,000.
2
In the
event that the Company’s available cash is insufficient to pay the foregoing
dividends, then payment shall be deferred until such time as Company cash is
sufficient to make such payments.
Liquidation
Preference: The Series A Preferred Stock has a liquidation
preference equal to $3,000,000, less the amount of Contingent Preferred
Dividends previously paid, plus any accrued but unpaid Preferred Dividends and
thereafter participates in distributions with the Common Stock on an
as-converted-to-Common-Stock basis.
Conversion: The
Series A Preferred Stock is convertible into shares of Common Stock at an
initial conversion rate equal to $0.10 per share, subject to proportional
adjustment for stock splits, stock dividends, recapitalizations and like
events.
Anti-dilution
Protection: The Series A Preferred Stock has customary anti-dilution
protection.
Voting
Rights: Each share of Series A Preferred Stock carries
200 votes, and votes with the Common Stock as a single class unless applicable
law prohibits doing so.
Board of
Directors: The holders of all voting shares, that is, the
Common Stock and the Series A Preferred Stock, voting as a single class,
have the right to elect two directors to the Company’s board of directors (the
“Board”), and the
holders of the Series A Preferred Stock have the right to elect three
directors to the Board.
Registration Rights:
The holders of the Series A Preferred Stock hold customary registration
rights including two demand registration rights and piggy-back registration
rights.
Approval Rights: The
approval of the holders of a majority of the Series A Preferred Stock
voting as a separate class is required for certain actions of, and transactions
by, the Company, including without limitation (a) issuing of any class of
capital stock with rights equal to or greater than those held by the Series A
Preferred Stock, (b) issuing stock or stock options to employees, consultants or
directors of the Company, unless pursuant to a plan or arrangement approved by
the Board, (c) changing the authorized number of shares of Series A Preferred
Stock or (d) taking any action that would adversely affect the rights of the
holders of the Series A Preferred Stock.
The
Warrants are exercisable for Common Stock for five years at an exercise price of
$0.14 per share. The exercise price may be adjusted in the event of
any stock dividend, stock split, stock combination, reclassification or similar
transaction.
The
Company granted Clipper piggyback registration rights and demand registration
rights for (a) the Shares and (b) the Common Stock underlying the Warrants,
pursuant
to a Registration Rights Agreement, dated July 2, 2010, by and among the
Company, Clipper and Caledonia Capital Corporation (the “Registration Rights
Agreement”).
Further,
as contemplated by the Clipper Preferred Stock Purchase Agreement, the Board
reduced its size from seven directors to five. Clipper and Caledonia
Capital Corporation, as the holders of the Series A Preferred Stock, appointed
three directors to the Board, as described below in Item 5.02, which is
incorporated into this Item 1.01 by reference.
The
Clipper Preferred Stock Purchase Agreement contains standard representations and
warranties for a transaction of this type. The terms of the transaction were the
result of arm’s length negotiations between the Company and
Clipper. Prior to the completion of the transaction, neither the
Company nor any of its affiliates or officers, directors or their associates had
any material relationship with Clipper, other than in respect of the applicable
material definitive agreements and the transactions contemplated therein and
related thereto.
3
The
Company intends to use the proceeds from the sale and issuance of the Clipper
Preferred Stock and the Clipper Warrants to finance its short- and mid-term
growth plans, for operating expenses and for general corporate
purposes.
Note
Purchase Agreement
On July
2, 2010, in connection with the Clipper Transaction, the Company entered
into a Note Purchase Agreement (the “Clipper Note Purchase Agreement”) with
Clipper pursuant to which Clipper agreed to lend to the Company $1,100,000 in
the form of a secured convertible promissory note (the “Clipper Note”) which was
issued on July 2, 2010 (the “Issuance Date”). The Clipper
Note bears interest at a rate of 12% per annum, with interest payable in monthly
installments commencing July 31, 2010. The principal amount of the
Clipper Note is due and payable in full on the maturity date, which is July 2,
2013. There are no penalties for prepayment of the Clipper Note.
In the
event that any installment of principal due under the Clipper Note is not
received by the Lender within ten (10) days after the date when the same is due,
then the Company shall be required to pay interest at the default rate of 18.0%
per annum.
Pursuant
to the Clipper Note Purchase Agreement and the Clipper Note, the Company’s
obligations thereunder are secured by a first priority lien on all of the
Company’s assets, subject to an Intercreditor Agreement with Caledonia Capital
Corporation described below.
The
Clipper Note provides that Clipper shall have the right at any time to convert
all, or any part, of the outstanding balance due thereunder into Common Stock at
a conversion price of $0.10 per share (subject to adjustments in certain
instances). Pursuant to the Registration Rights Agreement, the
Company granted Clipper piggyback registration rights and demand registration
rights for the shares of Common Stock issuable upon conversion of the Clipper
Note.
The
Clipper Note Purchase Agreement contains standard representations and warranties
for a transaction of this type. The terms of the Clipper Note Purchase Agreement
and the Clipper Note were the result of arm’s length negotiations between the
Company and Clipper. Prior to the completion of the transaction, neither the
Company nor any of its affiliates or officers, directors or their associates had
any material relationship with Clipper, other than in respect of the applicable
material definitive agreements and the transactions contemplated therein and
related thereto.
The
Company intends to use the proceeds from the sale and issuance of the Clipper
Note to finance its short- and mid-term growth plans, for operating expenses and
for general corporate purposes.
Lease
Termination Receivable Purchase
On June
30, 2010, the Company settled its remaining obligations with respect to the
lease of its facility located at 13960-13964 Park Center Road, Herndon, Virginia
20171 by entering into a Lease Termination Agreement (the “Lease Termination Agreement”)
with the landlord, OTR, an Ohio general partnership, acting as the duly
authorized nominee of the Board of the State Teachers Retirement System of Ohio
(“OTR”). Under the
Lease Termination Agreement, the Company became obligated to pay $313,654.87 to
OTR (the “Settlement
Receivable”), and waived and released its interest in its security
deposit of 96,865.00, in complete satisfaction of its obligations under the
lease.
4
On July
1, 2010, Clipper entered into a Receivable Purchase Agreement with OTR (the
“Receivable Purchase
Agreement”), pursuant to which Clipper purchased all of OTR’s rights with
respect to the Settlement Receivable from OTR for $170,000.
On July
1, 2010, in connection with the closing of the transactions under the Clipper
Preferred Stock Purchase Agreement and the Clipper Note Purchase Agreement,
Clipper entered into a letter agreement with the Company (the “Letter Agreement”), pursuant
to which Clipper, as the new owner of the Settlement Receivable, agreed to
accept $170,000 in complete satisfaction of the Settlement
Receivable. As a result of the Company’s entry into the Letter
Agreement, the Settlement Receivable has been paid in full, although the Company
remains responsible for indemnification obligations as set forth in the Lease
Termination Agreement and the Letter Agreement
The
foregoing summary of the terms of the Clipper Transaction and the various
agreements and instruments executed in connection therewith is qualified in its
entirety by reference to the definitive transaction documents, copies of which
are attached as exhibits to this Current Report.
THE
CALEDONIA TRANSACTION
On July
2, 2010, concurrently with the closing the Clipper Transaction, the Company
completed the closing of an exchange of Common Shares held by Caledonia Capital
Corporation (“Caledonia”) for Series A
Preferred Stock and the modification of secured indebtedness owed to Caledonia,
as more fully described below (collectively, the “Caledonia
Transaction”).
Caledonia
Share Exchange Agreement
On July
2, 2010, the Company entered into an Exchange Agreement (the “Caledonia Exchange Agreement”) with
Caledonia pursuant to which Caledonia and the Company agreed that (a) Caledonia
would exchange 2,500,000 Common Shares for 90,000 Series A Preferred
Stock. Pursuant to the Registration Rights Agreement, the
Company granted Caledonia piggyback registration rights and demand registration
rights for the shares of Common Stock issuable upon conversion of such Series A
Preferred Stock.
Caledonia
Note Modification
On July
2, 2010, the Company entered into a Consolidated, Amended and Restated
Promissory Note in the principal amount of $570,000 (the “New Caledonia Note”) with
Caledonia pursuant to which Caledonia and the Company agreed to (a) consolidate
into a single note (1) the Secured Promissory Note dated July 1, 2009, by and
between the Company and Caledonia, in the original principal amount of $250,000
(“Caledonia Note 1”),
and (2) the Revolving Line of Credit Promissory Note dated November 3, 2009, by
and between the Company and Caledonia, in the original principal amount of
$150,000 (“Caledonia Note
2,” and together with Caledonia Note 1, the “Old Caledonia Notes”), (b) extend the
maturity of the Old Caledonia Notes to July 2, 2013 and (c) reduce the interest
rate of the Old Caledonia Notes from 20% to 12%
per annum. The Company, Clipper and Caledonia entered into an
Intercreditor Agreement dated July 2, 2010 (the “Intercreditor Agreement”) in
connection with the closing of the issuance of the New Caledonia Note, pursuant
to which the New Caledonia Note and the Clipper Note rank equally with respect
to payment, collateral and enforcement.
In
consideration of Caledonia’s agreement to consolidate, extend the maturity date
of, and reduce the interest rate of, the Old Caledonia Notes, and Caledonia’s
agreement to share its lien on the Company’s assets with Clipper pursuant to the
Intercreditor Agreement, the Company paid Caledonia a note modification fee of
$70,000, which fee is included in the principal balance of the New Caledonia
Note.
5
The New
Caledonia Note further provides that Caledonia shall have the right at any time
to convert all, or any part, of the outstanding balance due thereunder into
Common Stock at a conversion price of $0.10 per share (subject to adjustments in
certain instances). Pursuant to the Caledonia Registration Rights
Agreement, the Company granted Caledonia piggyback registration rights and
demand registration rights for the shares of Common Stock issuable upon
conversion of the New Caledonia Note.
As the
Company previously disclosed in a Current Report on Form 8-K filed with the SEC
on July 8, 2009, Mr. Edward Murchie, a director of the Company, and Mr. Steven
Snyder, the Company’s Principal Financial Officer, own interests in
Caledonia.
The
foregoing summary of the terms of the Caledonia Transaction and the various
agreements and instruments executed in connection therewith is qualified in its
entirety by reference to the definitive transaction documents, copies of which
are attached as exhibits to this Current Report.
EXEMPTION
FROM REGISTRATION
All of
the securities issued in the Clipper Transaction were issued to Clipper, which
is an “accredited investor” as that term is defined in Rule 501 of
Regulation D of the Securities and Exchange Commission owing to its
ownership solely by accredited investors. The Company believes that
the offer and sale of these securities is exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to,
among other reasons, Sections 4(2) and 4(6) thereof, and Rule 506 of
Regulation D of the Securities and Exchange Commission. Sales of securities
to “accredited investors” are generally exempt from state regulation, though
states may require the filing of notices, a fee and other administrative
documentation such as consents to service of process.
All of
the securities issued in the Caledonia Transaction were issued to Caledonia,
which is an “accredited investor” as that term is defined in Rule 501 of
Regulation D of the Securities and Exchange Commission owing to its
ownership solely by accredited investors. The Company believes that
the offer and sale of these securities is exempt from the registration
requirements of the Securities Act, pursuant to, among other reasons,
Sections 4(2) and 4(6) thereof, and Rule 506 of Regulation D of
the Securities and Exchange Commission. Sales of securities to “accredited
investors” are generally exempt from state regulation, though states may require
the filing of notices, a fee and other administrative documentation such as
consents to service of process.
PRESS
RELEASE
A copy of
the Company’s press release announcing the Clipper Transaction and the Caledonia
Transaction is attached hereto as Exhibit 99.1.
Section 2 – Financial
Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Current Report is incorporated by
reference into this Item 2.03.
6
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
The
information included in Item 1.01 of this Current Report is incorporated by
reference into this Item 3.02.
Item 3.03 Material Modification
to Rights of Security Holders.
The
information included in Items 1.01 and 5.03 of this Current Report is
incorporated in this Item 3.03 by reference.
Section 5 – Corporate Governance
and Management
Item 5.01 Change in Control of
Registrant.
The
information provided in Item 1.01 regarding the Clipper Transaction is hereby
incorporated by reference into this Item 3.02. As a result of the
Clipper Transaction, Clipper is the beneficial owner of (a) Series A Preferred
Stock convertible into 9,000,000 Common Shares, (b) Warrants exercisable for
20,000,000 Common Shares and (c) the Clipper Note, convertible into 11,000,000
Common Shares, resulting in an aggregate fully-diluted ownership of 40,000,000
Common Shares. Based solely upon information provided by the Company
as of the closing of the Clipper Transaction, the Company had 20,075,001 Common
Shares issued and outstanding, resulting in Clipper holding a 66.58% stake in
the Company on a fully-diluted basis at the closing of the Clipper
Transaction. Following conversion of the 2,500,000 shares of Common
Stock held by Caledonia pursuant to the Caledonia Exchange Agreement on July 2,
2010, the Company has 17,575,001 shares of Common Stock issued and outstanding
and Caledonia holds Series A Preferred Stock and warrants exercisable for
10,500,000 shares of Common Stock, resulting in Clipper holding a 58.76% stake
in the Company on a fully-diluted basis, including Caledonia’s fully-diluted
share ownership.
The
source of Clipper’s funds used in connection with the purchase of the Clipper
Preferred Shares, the Clipper Warrants and the Clipper Note was contributions
from Clipper’s members (owners), including Kenneth A. Merlau, who contributed
42.5% of such funds to Clipper. As disclosed below in Item 5.02, Mr.
Merlau is now a director of the Company and Chairman of the Board.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In
connection with the Clipper Transaction, five directors, James Bruno, E. A.
Burkhalter, Jr., Jay M. Kaplowitz, Ashok Kaveeshwar and Benjamin Krieger,
voluntarily resigned from the Board, effective as of the closing of the Clipper
Transaction on July 2, 2010, and the size of the Board was reduced from seven to
five. The Company thanks Messrs. Bruno, Burkhalter, Kaplowitz,
Kaveeshwar and Krieger for their dedicated service. Edward M. Murchie
and Brian H. Hajost, the Company’s President and Chief Executive Officer,
continue as directors of the Company. Pursuant to the Articles of
Amendment described in Item 5.03 below, Clipper and Caledonia, as the holders of
the Series A Preferred Stock, elected three new directors to the Board, also as
of July 2, 2010: Kenneth A. Merlau, Mark J. Lister, and James M.
Feigley.
Biographical
information concerning the new directors follows:
7
Kenneth
A. Merlau
Mr.
Merlau is Chairman of Clipper, a private equity advisory company he founded in
1993. He has extensive experience as an executive, operator, and
consultant in a wide range of businesses including presently as the chairman and
principal stockholder of Design House, Inc., a distributor of home building
materials. Most recently, Mr. Merlau acted as the chairman and
majority shareholder of QuickSet International, Inc., a company focused on
ruggedized surveillance and sensor products for the military and Homeland
Security markets. From 1980 through 2000, Mr. Merlau has been
associated with numerous businesses as owner or board member, including Tamms
Industries, Inc., Transo Envelopes LLC, the Isaac Group and the Peltz Group,
Inc. From 1998 through May 1999, Mr. Merlau was a director of Metal Management,
Inc. From 1970 through 1980, he served as a management consultant for
Touche Ross & Co. (now Deloitte & Touche LLP), where he was elected a
partner in 1977. Currently, Mr. Merlau is a member of the board of
Force Protection Inc. (NASDAQ: FRPT), Northside Community Bank and Christ the
King Jesuit College Preparatory High School. Mr. Merlau also serves
on the Advisory Council of the Wilmer Ophthalmological Institute of Johns
Hopkins Hospital. Mr. Merlau holds a BS degree from Purdue University
and an MBA from the University of Chicago.
James
M. Feigley
Mr.
Feigley has served as a member of the Board of Directors of Applied Energetics,
Inc. (NASDAQ: AERG) since June 2008, and as Chairman since April of
2009. Mr. Feigley has served as President of Rock River Consulting,
Inc., a defense consulting firm he founded in May 2003 after retiring from the
U.S. Marine Corps. General Feigley served as a member of the United
States Marine Corps from 1972 through 2002. He retired from the
Marine Corps as a Brigadier General in 2002. General Feigley served
as Commander of the Marine Corps Systems Command from 1998 through 2002, where
he was the executive authority on research, development, procurement, fielding
and life cycle support for all Marine Corps ground combat, combat support and
combat service support equipment, ordinance and systems. General
Feigley served as Direct Reporting Program Manager to the Assistant Secretary of
the Navy, Research, Development and Acquisition Program from 1993 through
1998. He served as Project Manager for the Headquarters, U.S. Marine
Corps and Naval Sea Systems Command from 1986 through 1993. He
received a BS from the University of Wisconsin - Oshkosh in 1972 and graduated
from the Army Logistics Management Center in 1982, the Marine Corps Command and
Staff College in 1986 and the Defense Systems Management College in
1986. He currently serves as an Associate Member of the Naval
Research Advisory Committee.
Mark
J. Lister
Mr.
Lister is president of StratTechs, Inc., a consulting firm that he founded in
2006 which specializes in brokering technology within the Defense, Intelligence
and Homeland Security government markets. Mr. Lister has served as a member of
the Board of Directors of Applied Energetics, Inc. (NASDAQ: AERG) since June,
2009. Mr. Lister recently completed service on the Secretary of the
Navy Advisory Panel and is a former Chairman of the Naval Research Advisory
Committee. From January 1992 to June 2006, Mr. Lister was employed by
the Sarnoff Corporation where he most recently served as Senior Vice President
of Government Operations. While at Sarnoff, from 2001 to 2006, Mr.
Lister served as Managing Director of the Rosettex Technology and Ventures
Group, a joint venture of Sarnoff Corporation and SRI International for which he
was a founder, and from 1996 to 2001, Mr. Lister served as Executive Director of
the National Information Display Laboratory. From 1987 to 1992, he
served as Director, Advanced Development and Applications in the Research and
Development Group of the Office of the Assistant Secretary of the U.S. Air Force
for Space. Mr. Lister’s government career began at the Naval Research
Laboratory where he served as a researcher in the Space Applications Branch from
1977 to 1987. Mr. Lister has a B.S. in Electrical Engineering from
Drexel University, a B.S. in Mathematics from St. Vincent College and a MEA from
George Washington University.
8
At a
Board meeting held on July 7, 2010, Mr. Merlau was elected to the position of
Chairman, and the following directors were appointed to the following board
committees:
Executive
Committee – Messrs. Merlau, Murchie and Hajost
Audit
Committee – Messrs. Murchie, Feigley and Lister
Compensation
Committee – Messrs. Merlau, Feigley and Lister
The
information included in Item 1.01 of this Current Report is incorporated by
reference into this Item 5.02.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the Clipper Transaction and the Caledonia Transaction, on July
2, 2010, the Company filed Articles of Amendment to the Certificate of
Incorporation of the Company (the “Articles of Amendment”) with
the Corporation Commission of the Commonwealth of Virginia setting forth, among
other things, the designation, preferences, dividends, voting rights and other
special rights of the Series A Preferred Stock. A copy of the Articles of
Amendment is filed as Exhibit 3(i) to this Current Report on Form 8-K and
is incorporated herein by reference.
The
information in Item 1.01 of this Current Report on Form 8-K is incorporated
in this Item 5.03 by reference.
Section 9 – Financial Statements
and Exhibits
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Articles
of Incorporation of Steelcloud, Inc., dated February 25, 1998, and
effective as of February 26, 1998. (Filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Amendment No. 1, dated April 23, 1998
(File No. 333-47631) and hereby incorporated by
reference).
|
|
|
3.2
|
Articles
of Amendment to the Certificate of Incorporation of Steelcloud, Inc. dated
July 2, 2010
|
|
|
10.1
|
Preferred
Stock and Warrant Purchase Agreement, dated July 2, 2010, by and between
Steelcloud, Inc. and Clipper Investors LLC
|
|
|
10.2
|
Warrant,
dated July 2, 2010, issued to Clipper Investors LLC by Steelcloud,
Inc.
|
|
|
10.3
|
Note
Purchase Agreement, dated July 2, 2010, by and between Steelcloud, Inc.
and Clipper Investors LLC
|
|
|
10.4
|
Promissory
Note, dated July 2, 2010, by Steelcloud, Inc. payable to Clipper Investors
LLC
|
|
|
10.5
|
Lease
Termination Agreement, dated June 30, 2010 by and between Steelcloud, Inc.
and OTR, an Ohio general partnership, acting as the duly authorized
nominee of the Board of the State Teachers Retirement System of
Ohio
|
|
|
10.6
|
Receivable
Purchase Agreement, dated July 1, 2010 by and between OTR, an Ohio general
partnership, acting as the duly authorized nominee of the Board of the
State Teachers Retirement System of Ohio and Clipper Investors
LLC
|
|
|
10.7
|
Letter
Agreement, dated July 1, 2010 by and between Clipper Investors LLC and
Steelcloud, Inc.
|
|
|
10.8
|
Exchange
Agreement, dated July 2, 2010, by and between Steelcloud, Inc. and
Caledonia Capital Corporation
|
|
|
10.9
|
Registration
Rights Agreement, dated July 2, 2010, by and between Steelcloud, Inc.,
Clipper Investors LLC, and Caledonia Capital
Corporation
|
|
|
10.10
|
Consolidated,
Amended and Restated Promissory Note, dated July 2, 2010, by Steelcloud,
Inc. payable to Caledonia Capital Corporation
|
|
|
99.1
|
Press
Release
|
9
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.
|
STEELCLOUD,
INC.
|
||
|
Date:
July 9, 2010
|
||
|
By:
/s/ Brian H.
Hajost
|
||
|
Name:
Brian H. Hajost
|
||
|
Title:
President and Chief Executive
Officer
|
10