UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): October 21, 2005 (August 9, 2005)
ZIX CORPORATION
(Exact name of Registrant as specified in its charter)
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TEXAS
(State of incorporation
or organization) | | 001-17995
(Commission file number) | | 75-2216818
(I.R.S. employer identification number) |
2711 North Haskell Avenue, Suite 2200, LB 36
Dallas, Texas 75204-2960
(Address of principal executive offices)
Registrant’s telephone number, including area code:(214) 370-2000
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 (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
Zix Corporation (the “Company”) filed a current report on Form 8-K on August 9, 2005 (the “Original Report”) and an amendment to the Original Report on August 10, 2005 (together with the Original Report, the “Prior Reports”) regarding that certain Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company with certain purchasers (collectively, the “Purchasers”), as further described in the Original Report. The sole purpose of this amendment on Form 8-K/A is to amend the Prior Reports by filing updated versions of the Purchase Agreement filed as Exhibit 4.1 thereto and the escrow agreement entered into in connection with the Purchase Agreement (the “Escrow Agreement”) filed as Exhibit 10.1 thereto. Accordingly, Exhibits 4.1 and 10.1 to this current report on Form 8-K/A hereby replace in their entirety the Purchase Agreements and Escrow Agreement filed as exhibits to the Prior Reports. The Purchase Agreement and Escrow Agreement filed herewith have been updated to include complete schedules and exhibits not included in the Exhibits previously filed with the Prior Reports. Except for this amendment, the Prior Reports remain unchanged.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. | | Description |
| | | |
| 4.1 | | Securities Purchase Agreement, dated as of August 9, 2005, by and between Zix Corporation and the Purchasers listed on Schedule A thereto (including schedules, appendices and exhibits). |
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| 10.1 | | Escrow Agreement, dated as of August 9, 2005, by and between Zix Corporation and JPMorgan Chase Bank, N.A, as escrow agent (including exhibits and schedules). |
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.
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| | ZIX CORPORATION
| |
| Date: October 21, 2005 | By: | /s/ Bradley C. Almond | |
| | | Bradley C. Almond | |
| | | Vice President, Chief Financial Officer and Treasurer | |
INDEX TO EXHIBITS
| | | |
| Exhibit No. | | Description |
| | | |
| 4.1 | | Securities Purchase Agreement, dated as of August 9, 2005, by and between Zix Corporation and the Purchasers listed on Schedule A thereto (including schedules, appendices and exhibits). |
| | | |
| 10.1 | | Escrow Agreement, dated as of August 9, 2005, by and between Zix Corporation and JPMorgan Chase Bank, N.A, as escrow agent (including exhibits and schedules). |
