SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 23, 2006
TENFOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| DELAWARE | | 000-25661 | | 83-0302610 |
(State or Other Jurisdiction of Incorporation) | | (Commission File No.) | | (I.R.S. Employer Identification No.) |
698 West 10000 South, Suite 200,
South Jordan, Utah 84095
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (801) 495-1010
Not applicable
(Former name or former address, if changed from 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 Instructions 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 communication 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 Contract |
On February 23, 2006, TenFold executed a Promissory Note due to Robert W. Felton, TenFold’s Chairman, President, and Chief Executive Officer, in the amount of $250,000.
This Promissory Note is intended to provide interim financing to TenFold while it seeks to secure equity financing. This Promissory Note is one of a series of substantially identical notes first issued on December 23, 2005. The total amount of these notes issued to date, including the note issued February 23, 2006, is $850,000. The notes are senior to other TenFold indebtedness and equity, bear interest at 10% and are due upon the earlier to occur of March 31, 2006, the closing of equity financing of $2 million or more, or a liquidation event. Reference is made to the form of Promissory Note attached as Exhibit 99.1.
The disinterested members of TenFold’s Board of Directors approved this transaction.
| Item 9.01 | Financial Statements and Exhibits |
| | |
| Number | | Description |
| 99.1 | | Form of Promissory Note |
[SIGNATURE PAGE FOLLOWS]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TENFOLD CORPORATION |
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| By: | | /s/ Robert P. Hughes |
Name: | | Robert P. Hughes |
Title: | | Chief Financial Officer |
| Dated: February 28, 2006 |
EXHIBIT INDEX
| | |
| Number | | Description |
| 99.1 | | Form of Promissory Note |
