Under the Merger Agreement, the stockholders of UBMatrix will receive an initial payment of approximately 74,379 shares of EDGAR Series C Stock and 1,063,046 shares of EDGAR Common Stock. Approximately 1,622,042 shares of EDGAR Common Stock will be paid into escrow to secure the post-closing indemnification obligations of the UBMatrix stockholders. The merger consideration will be adjusted post-closing based on a closing date net cash target of $1.759 million.

The EDGAR Series C Stock and EDGAR Common Stock to be issued at closing will be issued in a private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). EDGAR will rely on representations made by the securityholders receiving EDGAR Series C Stock that they are acquiring the EDGAR Series C Stock and EDGAR Common Stock for investment and not with a view to the distribution of such shares in violation of applicable securities laws and that they have sufficient knowledge and experience in business and financial matters that they are capable of evaluating the merits and risks of an investment in the shares of EDGAR Series C Stock and EDGAR Common Stock, among others.

EDGAR and UBMatrix have agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, pre-closing covenants by UBMatrix to use best commercially practicable efforts to preserve its relations and goodwill with customers and not to engage in certain kinds of transactions without the consent of EDGAR.

The completion of the Merger is subject to customary closing conditions, including the approval of the holders of a majority of the voting power of the shares of EDGAR common stock and preferred stock.

EDGAR and UBMatrix will each bear its costs and expenses incurred in connection with the Merger.

This description of the Merger Agreement is only a summary and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

In connection with the Merger Agreement, on June 23, 2010, the Company entered into a Series C Preferred Stock Purchase Agreement (the “Purchase Agreement”) with Draper Fisher Jurvetson Fund VIII, L.P., Draper Fisher Jurvetson Partners VIII, LLC and Draper Associates L.P., providing for the issuance and sale of up to 12,637 shares of the Company’s Series C Convertible Preferred Stock at a purchase price of $100.00 per share (the “Series C Preferred Stock”). Each share of Series C Preferred Stock shall be convertible into a number of shares of the Company’s common stock determined by dividing the sum of the purchase price per share plus accrued dividends by an initial conversion price of $1.4481 per share, subject to adjustment. The holders of the Series C Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock into which such holder’s Series B Preferred Stock are convertible. The issuance will be made pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Series C Preferred Stock contains a compounding, cumulative 11.44% per annum dividend payable upon conversion of the Series C Preferred Stock. Following January 28, 2015, the dividend shall no longer accrue unless declared by the Board of Directors of the Company. The issuance of the Series C Preferred Stock will occur simultaneously upon the Company’s closing of the Merger. The Purchase Agreement and the Certificate of Designation with respect to the Series C Preferred Stock are filed herewith as Exhibits 10.1 and 3.1 respectively, and are incorporated herein by reference.

Forward-Looking Statements

Certain statements in this report are forward-looking statements which includes all statements other than those made solely with respect to historical fact. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those contained in the statements, including the following: (a) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; (b) the inability to complete the transaction due to the failure to receive approvals or to satisfy other conditions to the transaction; (c) the risk that the proposed transaction disrupts current plans and operations; (d) the risk that anticipated synergies and opportunities as a result of the transaction will not be realized; (e) difficulty or unanticipated expenses in connection with integrating UBMatrix into EDGAR; and (f) the risk that the acquisition does not perform as planned.

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.

In connection with the Purchase Agreement, the Company designated a new series of preferred stock, the Series C Preferred Stock. A copy of the form of Certificate of Designation of Series C Convertible Preferred Stock, to be filed prior to the Closing of the transactions contemplated above, is attached hereto as Exhibit 3.1 and incorporated herein by reference.

None.

None.

None.

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.

EDGAR® is a federally registered trademark of the U. S. Securities and Exchange Commission. EDGAR Online is not affiliated with or approved by the U.S. Securities and Exchange Commission.

EXHIBIT INDEX