THE AMACORE GROUP, INC.
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):
Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2008, The Amacore Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Vicis Capital Master Fund (“Vicis”) for the purchase by Vicis of (a) 200 shares (the “Shares”) of the Company’s Series G Convertible Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”) for an aggregate cash purchase price of $2,000,000 and (b) a warrant to acquire 22,500,000 shares of the Company’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), exercisable for five years at an exercise price of $0.375 per share (the “Warrant”). Shares of Series G Preferred Stock are convertible into shares of the Company’s Class A Common Stock and have rights and preferences senior to certain other classes and series of the Company’s capital stock. The Company received the $2,000,000 purchase price payment on April 30, 2008.
As a result of this transaction and the purchases by Vicis in October 2007 of 300 shares of Series G Preferred Stock, in January 2008 of 300 shares of Series G Preferred Stock and 400 shares of Series G Preferred Stock in March 2008, Vicis owns an aggregate of 1,200 shares of Series G Preferred Stock. Vicis also owns an aggregate of 694.6 shares of the Company’s Series D Convertible Preferred Stock and 139 shares of the Company’s Series E Convertible Preferred Stock. In addition, Vicis owns warrants to acquire 400,000 shares of the Company’s Class A Common Stock at an exercise price of $2.40 per share and, as a result of this transaction (assuming the issuance of the Warrant), warrants to acquire 67,500,000 shares of the Company’s Class A Common Stock at an exercise price of $0.375 per share
In connection with the Agreement, the Company and Vicis also entered into a Warrant Agreement (the “Warrant Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) each dated as of April 30, 2008. The Warrant Agreement sets forth the terms of the Warrant. The Registration Rights Agreement provides Vicis certain “piggyback” registration rights with respect to the shares of Class A Common Stock or other Company securities into which the Shares and Warrant may be converted.
The foregoing disclosure is qualified in its entirety by reference to the Agreement, Warrant Agreement and Registration Rights Agreement filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this report and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 above is incorporated herein by reference. The Shares and Warrant referenced in Item 1.01 were offered and sold to Vicis in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company based such reliance on certain representations made by Vicis to the Company including that Vicis is an accredited investor as defined in Rule 501 of Regulation D.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.
On May 1, 2008, the Company filed an Amended and Restated Certificate of Designation of Series G Convertible Preferred Stock (the “Amended Certificate of Designation”) with the Secretary of State of the State of Delaware to increase the number of shares of the Company’s capital stock designated as Series G Preferred Stock from 600 shares to 1,200 shares. The foregoing description of the Amended Certificate of Designation is qualified in its entirety by reference to the Amended Certificate of Designation filed as Exhibit 3.1 to this report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| | Exhibit No. | | Description |
| | 3.1 | | Amended and Restated Certificate of Designation of Series G Convertible Preferred Stock filed with the Delaware Secretary of State on May 1, 2008. |
| | 10.1 | | Preferred Stock Purchase Agreement by and between The Amacore Group, Inc. and Vicis Capital Master Fund dated April 30, 2008. |
| | 10.2 | | Warrant Agreement by and between The Amacore Group, Inc. and Vicis Capital Master Fund dated April 30, 2008. |
| | 10.3 | | Registration Rights Agreement by and between The Amacore Group, Inc. and Vicis Capital Master Fund dated April 30, 2008. |
FORWARD LOOKING STATEMENTS
Information contained in this report, other than historical information, is considered to be “forward-looking statements” that are subject to risks and uncertainties. In some cases, you may identify forward-looking statements by words such as “may,” “should,” “plan,” “intend,” “potential,” “continue,” “believe,” “expect,” “predict,” “anticipate” and “estimate,” the negative of these words or other comparable words. These statements are only predictions. One should not place undue reliance on these forward-looking statements. The forward-looking statements are qualified by their terms and/or important factors, many of which are outside the Company’s control, involve a number of risks, uncertainties and other factors that could cause actual results and events to differ materially from the statements made. The forward-looking statements are based on the Company’s beliefs, assumptions and expectations about the Company’s entry into written agreements with Vicis and about the Company’s future performance, taking into account information currently available to the Company. These beliefs, assumptions and expectations can change as a result of many possible events or factors, including those events and factors described in “Risk Factors” in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007 filed with the Securities and Exchange Commission, not all of which are known to the Company. The Company will update this forward-looking information only to the extent required under applicable securities laws. Neither the Company nor any other person assumes responsibility for the accuracy or completeness of these forward-looking statements.
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.
Date: May 6, 2008
| | | THE AMACORE GROUP, INC. | |
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| | | By: | /s/ Clark A. Marcus |
| | | | Name: Clark A. Marcus | |
| | | | Title: Chief Executive Officer | |
EXHIBIT INDEX
The following exhibits are filed with this Current Report on Form 8-K:
| | Exhibit No. | | Description |
| | 3.1 | | Amended and Restated Certificate of Designation of Series G Convertible Preferred Stock filed with the Delaware Secretary of State on May 1, 2008. |
| | 10.1 | | Preferred Stock Purchase Agreement by and between The Amacore Group, Inc. and Vicis Capital Master Fund dated April 30, 2008. |
| | 10.2 | | Warrant Agreement by and between The Amacore Group, Inc. and Vicis Capital Master Fund dated April 30, 2008. |
| | 10.3 | | Registration Rights Agreement by and between The Amacore Group, Inc. and Vicis Capital Master Fund dated April 30, 2008. |
