Form 8-K Current Report
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): February 7, 2006
__________
SP
Holding Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(I.R.S.
employer
identification
no.)
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2361
Campus Drive Suite 101
Irvine,
CA 92612
(Address
of principal executive offices and Zip Code)
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Registrant’s
telephone number, including area code: (941)
907-2361
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):
r Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
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.
Item
3.02. Unregistered Sales of Equity Securities.
On
February
7, 2006, SP Holding Corporation (the “Company”) issued an aggregate of 55.4
shares of its Series A Convertible Preferred Stock (the “Series A Preferred
Stock”) in exchange for outstanding promissory notes of the Company and the
settlement of certain other accrued liabilities of the Company in the aggregate
principal amount plus accrued interest of $498,480.22. The holders of the
Company’s outstanding promissory notes entered into separate exchange agreements
(the “Exchange Agreements”) with the Company. Each share of Series A Preferred
Stock has a stated value of $9,000 per share and is convertible into shares
of
the Company’s common stock (the “Common Stock”) at any time by the holders of
the Series A Preferred Stock at a conversion price per share of $3.00.
Commencing six months following the issuance date of the Series A Preferred
Stock, the holders are entitled to receive dividends at the rate of 8% per
annum
payable quarterly at the Company’s option in cash or restricted shares of Common
Stock. The Series A Preferred Stock has a term of two years from the date
of
issuance and upon a change of control transaction, the aggregate number of
shares of Series A Preferred Stock issued shall automatically convert into
a
number of shares of restricted Common Stock equal to 61% of the number of
shares
of Common Stock issued and outstanding on a fully diluted basis as of the
date
of, but immediately prior to, the consummation of the change of control
transaction.
The
issuance of the Series A Preferred Stock is exempt from registration by virtue
of Section 4(2) of the Securities Act of 1933, as amended.
Copies
of
the Certificate of Designation of the Series A Preferred Stock and the form
of
Exchange Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively.
The descriptions of the Certificate of Designation of the Series A Preferred
Stock and the Exchange Agreements and are qualified in their entirety by the
respective terms of each document incorporated herein by reference.
Item
9.01
Financial
Statements and Exhibits
Exhibit
No. Description
10.1 Certificate
of Designation of the Series A Convertible Preferred Stock.
10.2
Form of Exchange Agreement.
SIGNATURE
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 thereunto
duly authorized.
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SP
HOLDING
CORPORATION |
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| Date: February
7, 2006 |
By: |
/s/ Mark
Schaftlien |
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Name:
Mark Schaftlien |
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Title:
Chief Financial Officer |
Exhibit
Index
Exhibit
No. Description
10.1 Certificate
of Designation of the Series A Convertible Preferred Stock.
10.2
Form of Exchange Agreement.