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): May 18, 2006 ARADYME CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-50038 33-0619254 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 1255 North Research Way, Suite Q3500 Orem, Utah 84097 (Address of principal executive offices) (Zip code) 801-705-5000 (Registrant's telephone number, including area code) N/A (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 3.02--RECENT SALES OF UNREGISTERED SECURITIES On May 18 and 19, 2006, Aradyme Corporation entered into consulting agreements with two independent contractors, each of which is not an affiliate of Aradyme, under which an aggregate of up to 2,200,000 shares of common stock and warrants to purchase an additional 3,000,000 shares of common stock may be issued. The consultants will assist Aradyme in contacting potential new institutional investors, preparing marketing materials for those potential investors, and creating communication and visibility strategies. Upon execution of the agreements, 600,000 shares of common stock and warrants to purchase an additional 1,500,000 shares of common stock (500,000 of which have an exercise price of $0.234 and 250,000 of which have an exercise price of $0.241, which is 120% of the average trading price of Aradyme's common stock on the 20 trading days immediately preceding the execution date of the respective agreements; and 500,000 of which have an exercise price of $0.390 and 250,000 of which have an exercise price of $0.402, which is 200% of the average trading price of Aradyme's common stock on the 20 trading days immediately preceding the execution date of the respective agreements) were issued. The consultants negotiated the terms of the transactions directly with Aradyme's executive officers. No general solicitation was used, no commission or other remuneration was paid in connection with these transactions, and no underwriter participated. The consultants acknowledged, in writing, the receipt of restricted securities and consented to a legend on the certificates issued and stop-transfer instructions with the transfer agent. This transaction was effected in reliance on the exemption from registration provided in Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. EXPLANATORY NOTE The information in Item 7.01 of this report and exhibits 99.01 and 99.02 are being furnished pursuant to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended. ITEM 7.01--REGULATION FD DISCLOSURE On May 23, 2006, Aradyme Corporation issued a public release, a copy of which is attached as Exhibit 99.01, announcing posting of a letter to its shareholders, a copy of which is attached as Exhibit 99.02. 2 ITEM 9.01--FINANCIAL STATEMENTS AND EXHIBITS The following are filed as exhibits to this report: Exhibit Number Title of Document Location - -------------- ------------------------------------------------- --------------- 99 Miscellaneous - -------------- ------------------------------------------------- --------------- 99.01 Public release dated May 23, 2006 Attached 99.02 Aradyme Corporation's Letter of May 23, 2006, Attached to Shareholders 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. ARADYME CORPORATION Registrant Dated: May 23, 2006 By: /s/ James R. Spencer James R. Spencer, Chief Executive Officer 3
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Aradyme (ADYE) Inactive 8-KUnregistered Sales of Equity Securities
Filed: 24 May 06, 12:00am