Attached files
| file | filename |
|---|---|
| EX-3.(I).8 - US DATAWORKS INC | v190095_ex3i8.htm |
| EX-3.(I).9 - US DATAWORKS INC | v190095_ex3i9.htm |
| EX-31.2 - US DATAWORKS INC | v190095_ex31-2.htm |
| EX-31.1 - US DATAWORKS INC | v190095_ex31-1.htm |
| EX-32.2 - US DATAWORKS INC | v190095_ex32-2.htm |
| EX-32.1 - US DATAWORKS INC | v190095_ex32-1.htm |
| EX-23.1 - US DATAWORKS INC | v190095_ex23-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment No. 1)
(Mark
One)
|
|
x
|
ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended March 31, 2010
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|
¨
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number 001-15385
US
DATAWORKS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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84-1290152
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|
(State
or other jurisdiction of
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(I.R.S. Employer
|
|
incorporation
or organization)
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Identification
No.)
|
1
Sugar Creek Center Blvd.
5th
Floor
Sugar
Land, Texas 77478
(Address
of principal executive offices, including ZIP Code)
(281)
504-8000
(Registrant's
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Exchange on Which Registered
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None
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Title of Each Class:
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Common
Stock, $0.0001 par
value
|
Indicate
by check mark if the Registrant is a well-known seasoned issuer (as defined in
Rule 405 of the Securities Act). Yes ¨ No x
Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No
x
Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days: Yes x No
¨
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
|
(Do
not check if a smaller
reporting
company)
|
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No x
As of
July 7, 2010, the aggregate market value of the common stock of the Registrant
held by non-affiliates of the Registrant, based on the $0.19 per share price for
the Registrant's common stock as quoted by the OTC Bulletin Board on July 7,
2010 was $5,226,837 (for purposes of calculating these amounts, only directors,
officers and beneficial owners of 10% or more of the outstanding capital stock
of the Registrant have been deemed affiliates).
As of
July 7, 2010, the number of outstanding shares of common stock of the Registrant
was 33,189,383.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
US
Dataworks, Inc. is filing this Amendment No. 1 on Form 10-K/A (this “Amended
Report”) to amend its Annual Report on Form 10-K for the fiscal year ended March
31, 2010 filed with the Commission on June 29, 2010 (the “Original Report”). The
purpose of this Amended Report is solely to (i) file Exhibit 3(i).8 to the
Original Report (Second Amended and Restated Certificate of Designation to
Series B Convertible Preferred Stock of US Dataworks, Inc. filed on April 26,
2010), which was inadvertently omitted; (ii) file Exhibit 3(i).9 to the Original
Report (Certificate of Designation to Series C Convertible Preferred Stock of US
Dataworks, Inc. filed on April 26, 2010), which was inadvertently omitted; and
(iii) file Exhibit 23.1 to the Original Report (Consent of Independent Public
Registered Accounting Firm), which was inadvertently included in the body of the
Original Report rather than as an exhibit thereto.
Except
for the foregoing, this Amended Report does not amend the Original Report in any
way and does not modify or update any disclosures contained in the Original
Report, which continues to speak as of June 29, 2010. Accordingly, this Amended
Report should be read in conjunction with the Original Report.
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The
exhibits listed below are required by Item 601 of Regulation S-K. Each
management contract or compensatory plan or arrangement required to be filed as
an exhibit to this Form 10-K has been identified.
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Exhibit
Number
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Description of Document
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3(i).1
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Articles
of Incorporation of Sonicport.com, Inc. (incorporated by reference to
Exhibit 3(i).1 to the Registrant’s Annual Report on Form 10-KSB for the
year ended March 31, 2002).
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3(i).2
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Certificate
of Designation of Series A Convertible Preferred Stock of Sonicport.com,
Inc. (incorporated by reference to Exhibit 3.1(g) to the Registrant’s
Annual Report on Form 10-KSB for the year ended March 31,
2000).
|
1
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Exhibit
Number
|
Description of Document
|
|
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3(i).3
|
Certificate
of Designation of Series B Convertible Preferred Stock of Sonicport.com,
Inc. (incorporated by reference to Exhibit 3(1).3 to the Registrant’s
Annual Report on Form 10-KSB for the year ended March 31,
2002).
|
|
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3(i).4
|
Certificate
of Amendment to Articles of Incorporation of Sonicport.com, Inc.
(incorporated by reference to Exhibit 3.1(h) to the Registrant’s Annual
Report on Form 10-KSB for the year ended March 31,
2001).
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|
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3(i).5
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Certificate
of Amendment to Articles of Incorporation of Sonicport, Inc. (incorporated
by reference to Exhibit 3.1 to the Registrant’s registration statement
filed with the SEC on on Form S-3 filed May 14, 2002).
|
|
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3(i).6
|
Certificate
of Designation of Series A Convertible Preferred Stock of US Dataworks,
Inc. filed on September 26, 2003 (incorporated by reference to Exhibit
3(i).6 to the Registrant’s registration statement on Form S-3 filed with
the SEC on November 19, 2009).
|
|
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3(i).7
|
Certificate
of Designation of Series B Convertible Preferred Stock of US Dataworks,
Inc. filed on September 26, 2003 (incorporated by reference to Exhibit
3(i).7 to the Registrant’s registration statement on Form S-3 filed with
the SEC on November 19, 2009).
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|
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3(i).8
|
** |
Second
Amended and Restated Certificate of Designation of Series B Convertible
Preferred Stock of US Dataworks, Inc. filed on April 26,
2010.
|
|
3(i).9
|
** |
Certificate
of Designation of Series C Convertible Preferred Stock of US Dataworks,
Inc. filed on April 26, 2010.
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3(ii)
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Amended
and Restated Bylaws (incorporated by reference to Exhibit 3(ii) to the
Registrant’s Annual Report on Form 10-K for the year ended March 31,
2009).
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4.1
|
Specimen
common stock certificate. (incorporated by reference to Exhibit 4.1 to the
Registrant’s Annual Report on Form 10-KSB for the year ended March 31,
2002).
|
|
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4.2
|
Registration
Rights Agreement dated as of April 16, 2004 by and among the Registrant
and the signatories thereto (incorporated by reference to Exhibit 4.1 to
the Registrant’s Current Report on Form 8-K filed with the SEC on May 20,
2004).
|
|
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4.3
|
Registration
Rights Agreement, dated as of November 13, 2007, by and between the
Registrant and the signatories thereto (incorporated by reference to
Exhibit 4.4 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarter ended December 31, 2007).
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4.4
|
Form
of Common Stock Purchase Warrant (incorporated by reference to Exhibit
99.3 to the Registrant’s Registration Statement on Form S-3 (File No.
333-148039) filed with the SEC on December 13, 2007).
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4.5
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Rights
Agreement, dated July 24, 2003, by and between the Registrant and
Corporate Stock Transfer (incorporated by reference to Exhibit 4.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on July 25,
2003).
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4.6
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Amendment
No. 2 to Rights Agreement dated November 13, 2007, by and between the
Registrant and American Stock Transfer & Trust (incorporated by
reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K
filed with the SEC on November 14, 2007).
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10.1
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†
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Amended
and Restated 2000 Stock Option Plan (incorporated by reference to Exhibit
10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter
ended September 30,
2008).
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2
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Exhibit
Number
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Description of Document
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10.2
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†
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Form
of Incentive Stock Option Agreement (incorporated by reference to Exhibit
10.2 to the Registrant’s Annual Report on Form 10-KSB for the year ended
March 31, 2003).
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10.3
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†
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Form
of Stock Option Agreement (incorporated by reference to Exhibit 99.1 to
the Registrant’s Registration Statement on Form S-8 (File No. 333—
102842)).
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10.4
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†
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Form
of Director Stock Option Agreement (incorporated by reference to Exhibit
10.13 to the Registrant’s Annual Report on Form 10-KSB for the year ended
March 31, 2003).
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10.5
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†
|
Form
of Non-statutory Stock Option Agreement (incorporated by reference to
Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-QSB for the
quarter ended September 30, 2003).
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10.6
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†
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Non-statutory
Stock Option Agreement dated May 21, 2003 between the Registrant and Mario
Villarreal (incorporated by reference to Exhibit 10.18 to the Registrant’s
Quarterly Report on Form 10-QSB for the quarter ended June 30,
2003).
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10.7
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†
|
Non-statutory
Stock Option Agreement dated May 21, 2003 between the Registrant and Terry
E. Stepanik (incorporated by reference to Exhibit 10.19 to the
Registrant’s Quarterly Report on Form 10-QSB for the quarter ended June
30, 2003).
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10.8
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Lease
Agreement dated as of June 22, 2007, by and between Registrant and Parkway
Properties LP. (incorporated by reference to Exhibit 10.12 to the
Registrant’s Annual Report on Form 10-KSB for the year ended March 31,
2008).
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10.9
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Master
License Agreement, effective as of October 15, 1999, by and between the
Registrant and American Express Travel Related Services Company
(incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarter ended September 30,
2007).
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10.10
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Schedule
Number 1 to Master License Agreement dated July 22, 2005 by and between
the Registrant and American Express Travel Related Services Company
(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly
Report on Form 10-QSB for the quarter ended September 30,
2007).
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10.11
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* |
Formal
Purchase Order from American Express Travel Related Services Company, Inc.
pursuant to the Master Agreement for Consulting Services dated June 16,
2005, as amended.
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10.12
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Note
Purchase Agreement dated August 13, 2008, by and between the Company and
signatories thereto (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2008).
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10.13
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Security
Agreement dated August 13, 2008 made by the Company in favor of Charles E.
Ramey, as collateral agent (incorporated by reference to Exhibit 10.4 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2008).
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10.14
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Form
of US Dataworks, Inc. Refinancing Secured Note dated August 13, 2008
(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly
Report on Form 10-Q for the quarter ended September 30,
2008).
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10.15
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Note
Modification Agreement by and between US Dataworks, Inc. and Charles E.
Ramey dated February 19, 2009 (incorporated by reference to Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed with the SEC on
February 25, 2009).
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|
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10.16
|
Note
Modification Agreement by and between US Dataworks, Inc. and John L.
Nicholson, M.D. dated February 19, 2009 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
SEC on February 25, 2009).
|
|
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10.17†
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Outside
Director Compensation Plan dated April 20, 2009 but effective as of April
1, 2009 (incorporated by reference to Item 1.01 of the Registrant’s
Current Report on Form 8-K filed with the SEC on April 23,
2009).
|
3
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Exhibit
Number
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Description of Document
|
|
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10.18
|
Note
Modification Agreement by and between US Dataworks, Inc. and Charles E.
Ramey dated May 20, 2009 (Refinance Note) (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the
SEC on May 27, 2009).
|
|
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10.19
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Note
Modification Agreement by and between US Dataworks, Inc. and John L.
Nicholson, M.D. dated May 20, 2009 (Refinance Note) (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed with the SEC on May 27, 2009).
|
|
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10.20
|
Note
Modification Agreement by and between US Dataworks, Inc. and Charles E.
Ramey dated May 20, 2009 (Other Note) (incorporated by reference to
Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the
SEC on May 27, 2009).
|
|
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10.21
|
Note
Modification Agreement by and between US Dataworks, Inc. and Charles E.
Ramey dated June 26, 2009 (Refinance Note) (incorporated by reference to
Exhibit 10.22 to the Registrant’s Annual Report on Form 10-K for the year
ended March 31, 2009).
|
|
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10.22
|
Note
Modification Agreement by and between US Dataworks, Inc. and John L.
Nicholson, M.D. dated June 26, 2009 (Refinance Note) (incorporated by
reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K
for the year ended March 31, 2009).
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|
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10.23
|
Note
Modification Agreement by and between US Dataworks, Inc. and Charles E.
Ramey dated June 26, 2009 (Other Note) (incorporated by reference to
Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the year
ended March 31, 2009).
|
|
|
10.24
|
US
Dataworks, Inc. Common Stock Purchase Warrant issued on July 29, 2009 but
effective as of June 26, 2009 by and between U.S. Dataworks, Inc. and
Charles E. Ramey (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on August 4,
2009).
|
|
|
10.25
|
US
Dataworks, Inc. Common Stock Purchase Warrant issued on July 29, 2009 but
effective as of June 26, 2009 by and between U.S. Dataworks, Inc. and John
L. Nicholson (incorporated by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed with the SEC on August 4,
2009).
|
|
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10.26
|
†
|
Engagement
Agreement dated as of August 7, 2009 by and among US Dataworks, Inc.,
Albeck Financial Services, Inc. and Randall J. Frapart (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed with the SEC on August 13, 2009).
|
|
10.27
|
Note
Modification Agreement by and between US Dataworks, Inc. and John L.
Nicholson, M.D. dated December 18, 2009 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
SEC on December 22, 2009).
|
|
|
10.28
|
Note
Modification Agreement by and between US Dataworks, Inc. and Charles E.
Ramey dated December 18, 2009 (incorporated by reference to Exhibit 10.2
to the Registrant’s Current Report on Form 8-K filed with the SEC on
December 22, 2009).
|
|
|
10.29
|
Loan
and Security Agreement dated as of February 9, 2010 between Silicon Valley
Bank and US Dataworks, Inc. (incorporated by reference to Exhibit 10.3 to
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2009).
|
|
|
10.30
|
Loan
Restructuring Agreement dated as of February 9, 2010 among US Dataworks,
Inc., John L. Nicholson, M.D. and Charles E. Ramey (incorporated by
reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended December 31, 2009).
|
|
|
10.31
|
First
Amendment to Loan and Security Agreement by and between US Dataworks, Inc.
aand Silicon Valley Bank dated March 5, 2010 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
SEC on March 9, 2010).
|
|
|
10.32
|
|
Second
Amendment to Loan and Security Agreement by and between US Dataworks, Inc.
and Silicon Valley Bank dated April 23, 2010 (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the
SEC on May 5,
2010).
|
4
|
Exhibit
Number
|
Description of Document
|
|
|
23.1
|
** |
Consent
of Independent Public Registered Accounting Firm.
|
|
24.1
|
*** |
Power
of Attorney (included on signature page).
|
|
31.1
|
** |
Section
302 Certification of Chief Executive Officer.
|
|
31.2
|
** |
Section
302 Certification of Chief Financial Officer.
|
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32.1
|
** |
Section
906 Certification of Chief Executive Officer.
|
|
32.2
|
**
|
Section
906 Certification of Chief Financial
Officer.
|
|
†
|
Indicates
management contract or compensatory plan or
arrangement.
|
|
*
|
Confidential
treatment requested.
|
|
**
|
Filed
herewith.
|
|
|
***
|
Previously filed with the Original Report. |
5
SIGNATURES
In
accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
US
DATAWORKS, INC.
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||
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By:
|
/s/
Charles E. Ramey
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|
|
Charles
E. Ramey
|
||
|
Chief
Executive Officer
|
||
|
Date: July
9, 2010
|
||
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles E. Ramey and John McLaughlin, and each of them,
his true and lawful attorneys-in-act, each with full power of substitution, for
him or her in any and all capacities, to sign any amendments to this report on
Form 10-K and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact or their
substitute or substitutes may do or cause to be done by virtue
hereof.
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Name
|
Title
|
Date
|
||
|
/s/
Charles E. Ramey
|
Chief
Executive Officer
|
July
9, 2010
|
||
|
Charles
E. Ramey
|
(Principal
Executive Officer)
|
|||
|
and
Director
|
||||
|
/s/
Randall J. Frapart
|
Chief
Financial Officer
|
July
9, 2010
|
||
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Randall
J. Frapart
|
(Principal
Financial Officer)
|
|||
|
*
|
Director
|
July
9, 2010
|
||
|
Joe
Abrell
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
Anna
C. Catalano
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
G.
Richard Hicks
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
J.
Patrick Millinor
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
John
L. Nicholson, M.D.
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
Mario
Villarreal
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
Hayden
D. Watson.
|
||||
|
*
|
Director
|
July
9, 2010
|
||
|
Thomas
L. West, Jr.
|
| * By: |
/s/
Charles E. Ramey
|
| Attorney-In-Fact |
6
EXHIBIT
INDEX
|
Exhibit
Number
|
Description of Document
|
|
|
3(i).8
|
Second
Amended and Restated Certificate of Designation of Series B Convertible
Preferred Stock of US Dataworks, Inc. filed on April 26,
2010.
|
|
|
3(i).9
|
Certificate
of Designation of Series C Convertible Preferred Stock of US Dataworks,
Inc. filed on April 26,
2010.
|
|
23.1
|
Consent
of Independent Public Registered Accounting Firm.
|
|
|
31.1
|
Section
302 Certification of Chief Executive Officer.
|
|
|
31.2
|
Section
302 Certification of Chief Financial Officer.
|
|
|
32.1
|
Section
906 Certification of Chief Executive Officer.
|
|
|
32.2
|
|
Section
906 Certification of Chief Financial
Officer.
|
7