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): February 13, 2013
AUTHENTIDATE HOLDING CORP.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-20190
| | |
| DELAWARE | | 14-1673067 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
Connell Corporate Center
300 Connell Drive, 5th Floor
Berkeley Heights, New Jersey 07922
(Address and zip code of principal executive offices)
(908) 787-1700
(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:
| | ¨ | 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)) |
On February 13, 2013, Authentidate Holding Corp. (the “company” or “Authentidate”) issued a press release announcing its intention to adjourn, without conducting any business, the special meeting of its stockholders scheduled for 10:00 a.m., local time on February 15, 2013 and to reconvene the special meeting at 10:00 a.m., local time on February 27, 2013. The location of such reconvened special meeting will remain the company’s corporate headquarters, located at Connell Corporate Center, 300 Connell Drive, 5th Floor, Berkeley Heights, New Jersey 07922. The record date for stockholders entitled to vote at the special meeting remains January 7, 2013.
The company’s special meeting was called to seek stockholder approval for the conversion of the company’s Series C Convertible Redeemable Preferred Stock into shares of common stock. In its press release, the company stated that it had received a letter from Lazarus Investment Partners, LLLP, concerning, among other matters, their position with respect to the company’s financing alternatives and for certain changes in Authentidate’s board of directors and management. Lazarus Investment Partners, LLLP, holds 40% of the Series C Convertible Redeemable Preferred Stock and approximately 23.8% of the company’s common stock as of the record date for the special meeting. The company’s board is considering the letter and has commenced discussions with Lazarus Investment Partners, LLLP concerning its substance. As certain of the proposals included in the letter received from Lazarus Investment Partners, LLLP could impact the proposal (Proposal No. 1 on the company’s definitive proxy statement dated January 16, 2013) to be considered by the company’s common stockholders at the special meeting, Authentidate intends to adjourn the meeting in order to allow its board additional time to consider its response.
In addition, the company also announced that it does not anticipate being able to receive a sufficient number of votes of its common stockholders necessary to achieve a quorum. The company has been advised by its transfer agent that as of February 12, 2013, approximately 21 percent of its outstanding common shares have been voted in connection with the proposal to be considered at the special meeting.
If a stockholder has previously submitted its proxy card and does not wish to change its vote, no further action is required by such stockholder. If a stockholder would like to vote or change its vote, please refer to the instructions provided in Authentidate’s proxy statement dated January 16, 2013, which is available at www.sec.gov or atwww.cstproxy.com/authentidate/sm2013.
Important Additional Information Filed With The SEC
Authentidate has filed a proxy statement with the Securities and Exchange Commission (the “SEC”) pursuant to which Authentidate’s board of directors is soliciting proxies in connection with seeking stockholder approval of the conversion of its Series C Convertible Redeemable Preferred Stock. Investors and security holders are urged to read the proxy statement and other relevant documents filed with the SEC because they contain important information. Authentidate filed the proxy statement with the SEC on January 16, 2013 and disseminated the proxy statement to its stockholders on or about January 16, 2013. Security holders may obtain a free copy of the proxy statement and other documents filed by Authentidate at the SEC’s web site athttp://www.sec.gov. The proxy statement and other documents may also be obtained free of charge by contacting Authentidate atmarketinggroup@authentidate.com or by telephone: (908) 787-1700.
Participants In The Solicitation
Authentidate and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders with respect to the proposal to be considered at the special meeting. Information regarding such executive officers and directors is included in Authentidate’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the SEC on September 28, 2012, which is available free of charge at the SEC’s web site athttp://www.sec.gov and by contacting Authentidate at the contact information set forth above. Certain executive officers and/or directors of Authentidate may have interests in the transaction that may differ from the interests of Authentidate’s stockholders generally. These interests are described in the proxy statement for the special meeting filed with the SEC.
2
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release of Authentidate Holding Corp. |
3
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.
| | | | |
| AUTHENTIDATE HOLDING CORP. |
| | |
| By: | | | | /s/ O’Connell Benjamin |
| Name: | | | | O’Connell Benjamin |
| Title: | | | | Chief Executive Officer and President |
Date: February 13, 2013
4
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 99.1 | | Press Release of Authentidate Holding Corp. |
5
