Attached files
| file | filename |
|---|---|
| EX-4.2 - FORM OF 2012 $3.0 MILLION NOTE - MoneyOnMobile, Inc. | d393926dex42.htm |
| EX-4.1 - FORM OF WARRANT AGREEMENT - MoneyOnMobile, Inc. | d393926dex41.htm |
| EX-10.1 - FORM OF NOTE MODIFICATION AGREEMENT - MoneyOnMobile, Inc. | d393926dex101.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): August 7, 2012
Calpian, Inc.
(Exact name of registrant as specified in its charter)
| Texas | 000-53997 | 20-8592825 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 500 North Akard Street, Suite 2850, Dallas, Texas |
75201 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (214) 758-8600
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Pursuant to a Note Modification Agreement entered into on August 7, 2012 and effective as of July 25, 2012, holders of $3.3 million in aggregate principal amount of the Company's secured subordinated notes agreed with the Company, among other things, to extend the maturity date of such notes to December 31, 2014 (from their original maturity dates ranging from November 2012 to June 2014). In exchange for agreeing to this modification, the Company issued to these holders five-year warrants to acquire a total of up to 252,925 shares of the Company's common stock at an exercise price of $2.00/share. A company whose shareholders include Harold Montgomery, the Company’s Chairman and Chief Executive Officer, and members of his family, holds $150,000 principal amount of these notes.
| Item 3.02 | Unregistered Sales of Equity Securities |
See the discussion under Item 1.01 above regarding the issuance by the Company of Warrants. The Company’s issuance of the Warrants and the Common Stock issuable upon conversion or exercise thereof was exempt from registration under the Securities Act of 1933 pursuant to exemptions from registration provided by Rule 506 of Regulation D and Sections 4(2) of the Securities Act of 1933, insofar as such securities were issued only to “accredited investors” within the meaning of Rule 501 of Regulation D. The recipients of these securities took such securities for investment purposes without a view to distribution. Furthermore, they each had access to information concerning the Company and its business prospects; there was no general solicitation or advertising for the purchase of the securities; and the securities are restricted pursuant to Rule 144.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 4.1 | Form of Warrant Agreement, dated August 7, 2012 | |
| 4.2 | Form of 2012 $3.0 Million Note | |
| 10.1 | Form of Note Modification Agreement, dated July 25, 2012 and effective August 7, 2012 | |
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.
| CALPIAN, INC. | ||||||
| Date: August 10, 2012 | By: | /s/ David N. Pilotte | ||||
| David N. Pilotte | ||||||
| Chief Financial Officer | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 4.1 | Form of Warrant Agreement, dated August 7, 2012 | |
| 4.2 | Form of 2012 $3.0 Million Note | |
| 10.1 | Form of Note Modification Agreement, dated July 25, 2012 and effective August 7, 2012 | |