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): March 30, 2005
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 74-3055158
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
500 NORTH MICHIGAN AVENUE, SUITE 300
CHICAGO, ILLINOIS 60611
(Address of Principal Executive Offices/Zip Code)
(312) 396-4031
(Registrant's telephone number, including area code)
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):
|_| 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-4c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On March 30, 2005, pursuant to the filing of an Amended and Restated
Agreement and Plan of Merger, Patron Systems, Inc.'s (the "Registrant") merger
with Entelagent Software Corp. ("Entelagent") became effective. The Amended and
Restated Agreement and Plan of Merger amended and restated the Agreement and
Plan of Merger entered into by the parties on November 24, 2002. The merger was
consummated pursuant to a definitive Amended and Restated Supplemental Agreement
entered into as of February 24, 2005, and the Amended and Restated Agreement and
Plan of Merger, each among the Registrant, ESC Acquisition, Inc., a wholly-owned
subsidiary of the Registrant and Entelagent. Pursuant to the terms of the
Amended and Restated Supplemental Agreement and the Amended and Restated
Agreement and Plan of Merger with Entelagent, ESC Acquisition, Inc. merged with
and into Entelagent, with Entelagent surviving the merger as a wholly-owned
subsidiary of the Registrant. In connection with the Entelagent merger, the
Registrant issued 3,000,000 shares of Common Stock in exchange for the
outstanding shares of the capital stock of Entelagent.
The Registrant has agreed to register the resale of the 3,000,000
shares of Common Stock issuable to the holders of the outstanding capital stock
of Entelagent at such time as the Registrant next files a registration statement
with the Securities and Exchange Commission ("SEC"). In addition, pursuant to
the terms of the Amended and Restated Supplemental Agreement, the Registrant
will also (i) issue to certain officers, directors, shareholders and creditors
of Entelagent, in consideration of amounts owed by Entelagent to such parties,
promissory notes in the aggregate principal amount of approximately $2,640,000,
with interest payable thereon at a rate of 8% per annum and maturing on February
28, 2006, and (ii) repay approximately $1,351,000 in outstanding liabilities of
Entelagent.
The issuance and sale of the securities issued or issuable in
connection with the Entelagent merger were exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended (the
"Securities Act") pursuant to Section 4(2) of the Securities Act as transactions
not involving any public offering.
The press release announcing this transaction is furnished as Exhibit
99.1 to this report and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
It is impracticable at this time for the Registrant to provide
the financial statements of the business acquired that are
required to be included herein. The Registrant undertakes to
file such required financial statements as soon as
practicable, but in no event later than June 15, 2005.
(b) Pro forma Financial Information.
It is impracticable at this time for the Registrant to provide
the pro forma financial information that is required to be
included herein. The Registrant undertakes to file such
required pro forma financial information as soon as
practicable, but in no event later than June 15, 2005.
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(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Agreement and Plan of Merger dated March 30, 2005,
among Patron Systems, Inc., ESC Acquisition, Inc. and
Entelagent Software Corp.
10.2 Registration Rights Agreement dated March 30, 2005,
among Patron Systems, Inc. and each of the former
Entelagent Software Corp. shareholders signatory
thereto.
10.3 Form of Promissory Note issued to certain creditors
of Entelagent Software Corp.
99.1 Press Release dated April 1, 2005, published by
Patron Systems, Inc., announcing the acquisition of
Entelagent Software Corp.
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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 hereunto duly authorized.
PATRON SYSTEMS, INC.
Date: April 5, 2005 By: /s/ Robert Cross
--------------------------
Robert Cross
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Agreement and Plan of Merger dated March 30, 2005, among
Patron Systems, Inc., ESC Acquisition, Inc. and Entelagent
Software Corp.
10.2 Registration Rights Agreement dated March 30, 2005, among
Patron Systems, Inc. and each of the former Entelagent
Software Corp. shareholders signatory thereto.
10.3 Form of Promissory Note issued to certain creditors of
Entelagent Software Corp.
99.1 Press Release dated April 1, 2005, published by Patron
Systems, Inc., announcing the acquisition of Entelagent
Software Corp.
5