8-K: Current report filing
Published on September 19, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) September
10, 2008
DIGICORP,
INC.
(Exact
name of registrant as specified in its charter)
Commission
file number 000-33067
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Delaware
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87-0398271
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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4143
Glencoe Avenue
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Marina
Del Rey, CA
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90292
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(Address
of principal
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(Zip
Code)
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executive
offices)
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Registrant’s
telephone number, including area code:
(310) 728-1450
Not
applicable
(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 (see General Instruction A.2. below):
| o |
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 2.03 |
Creation
of Direct Financial Obligation or an Obligation under an Off-Balance
Sheet
Arrangement of a Registrant.
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On
September 10, 2008, the Company, on the one hand, and Jay Rifkin, the Company’s
President and Chief Executive Officer, and Rebel Holdings, LLC (“Rebel
Holdings”), of which Mr. Rifkin is the sole managing member, on the other hand,
entered into a Loan Consolidation and Amendment to Security Agreement (the
“Loan
Consolidation Agreement”) effective as of July 1, 2008 pursuant to which the
parties agreed to consolidate various outstanding loans made to the Company
by
Jay Rifkin and Rebel Holdings (some of which are due and payable on demand),
and
other amounts incurred by or due to Mr. Rifkin, in each case through June 30,
2008, into one promissory note payable to Rebel Holdings in the principal amount
of $2,078,047 which shall be due and payable in two years with interest at
the
prime rate (the “Consolidated Note”). The Consolidated Note provides that the
principal thereof shall at the option of Rebel Holdings be convertible at a
conversion price equal to the lesser of, or more favorable to Rebel Holdings,
of
the following (i) $0.03 per share of Common Stock (which represents the offering
price of the Company’s Common Stock in its most recently completed equity
financing transaction) provided a notice of conversion is submitted no later
than 45 days after September 10, 2008, or (ii) the then current offering terms
for any bona fide pending offering of the Company, provided a notice of
conversion pursuant thereto is submitted no later than 30 days following the
completion of the offering, and contains such other terms and conditions as
set
forth therein. In addition, in the event the Company raises at least $2 million
in equity capital (net of underwriting discounts and commissions) during any
successive six month period, then the outstanding principal amount of the
Consolidated Note shall be converted automatically into shares of Common Stock
at a conversion price equal to the lesser of, or more favorable to Rebel
Holdings, of the following (i) $0.10 per share of Common Stock, or (ii) the
then
current offering terms for the offering of the Company which has triggered
the
automatic conversion.
The
foregoing description of the Loan Consolidation Agreement and the Consolidated
Note is qualified in its entirety by the full text of such documents which
are
filed as Exhibits 99.1 and 99.2 to this report and incorporated by reference
into this Item 2.03.
| Item 9.01 |
Financial
Statements and Exhibits.
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Exhibits:
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99.1
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Loan
Consolidation and Amendment to Security Agreement dated as of September
10, 2008 among Digicorp, Inc., Rebel Holdings, LLC and Jay
Rifkin.
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| 99.2 |
Secured
Convertible Consolidated Promissory Note between Digicorp, Inc. and
Rebel
Holdings, LLC, dated September 10,
2008.
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2
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.
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DIGICORP,
INC.
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(Registrant)
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By:
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/s/
Jay Rifkin
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Name:
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Jay
Rifkin
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Title:
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Chief
Executive Officer
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