================================================================================
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): SEPTEMBER 27, 2006
---------------------------
SENDTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-51702 43-2053462
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
877 EXECUTIVE CENTER DRIVE
ST. PETERSBURG, FLORIDA
(Address of principal
executive offices) 33702
(Zip Code)
Registrant's telephone number, including area code: (727) 576-6630
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):
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See the disclosure in item 3.03 of this Current Report on Form 8-K,
which is incorporated by reference herein.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
In our Current Report on Form 8-K filed on August 24, 2006, we
described the material terms of a letter agreement and term sheet (the "Letter
Agreement"), dated August 21, 2006, relating to the modification of our 6%
Senior Secured Convertible Debentures (the "Debentures') and the amendment of
certain financial covenants contained in the Securities Purchase Agreement
relating thereto. On September 27, 2006, the Company entered into a definitive
agreement with holders of at least 75% of the principal amount of the Debentures
to effectuate the intent and purpose of the Letter Agreement (the "Debenture
Amendment"). The effectiveness of the Debenture Amendment is contingent upon
stockholder approval of a proposal to amend our Certificate of Incorporation to
increase the number of authorized shares of our common stock. We filed a
preliminary proxy statement with the Securities and Exchange Commission relating
to such proposal on September 12, 2006 and have a proposed meeting date of
October 26, 2006.
The complete text of the Debenture Amendment is attached hereto as
Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.1 Amendment, dated September 27, 2006, by and among SendTec, Inc. and the purchasers signatory
thereto.
Securities Purchase Agreement, dated October 30, 2005, by and among SendTec, Inc., the
purchasers signatory thereto, and Christiana Corporate Services, Inc., in its capacity as
10.2 administrative agent for the purchasers (incorporated herein by reference to Exhibit 10.1 the
Company's Current Report on Form 8-K/A filed on November 7, 2005)
10.3 Form of Senior Secured Convertible Debenture, dated as of October 31, 2005 (incorporated herein
by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K/A filed on November 7,
2005)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SENDTEC, INC.
By: /s/ Paul Soltoff
----------------------------
Name: Paul Soltoff
Title: Chairman and Chief Executive Officer
Date: September 27, 2006
