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): December 28, 2005
JUNIPER GROUP, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
Nevada 000-19170 11-2866771
_____________________ _____________ ______________
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
111 Great Neck Road, Suite 604, Great Neck, New York 11021
_________________________________ ___________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 829-4670
Copies to:
Gregory Sichenzia, Esq.
Yoel Goldfeder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement Dated December 28, 2005
To obtain funding for its ongoing operations, Juniper Group, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Agreement") with
New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW
Offshore, Ltd. and AJW Partners, LLC (collectively, the "Investors") on December
28, 2005 for the sale of (i) $1,000,000 in callable secured convertible notes
(the "Notes") and (ii) stock purchase warrants (the "Warrants") to buy 1,000,000
shares of the Company's common stock.
On December 28, 2005, the Investors purchased $500,000 in Notes and received
Warrants to purchase 500,000 shares of the Company's common stock. In addition,
provided that all of the conditions in the Securities Purchase Agreement are
satisfied, the Investors are obligated to provide the Company with an additional
$500,000 to be funded within five business days of the effectiveness of the
registration statement registering shares of the Company's common stock
underlying the Notes and the Warrants.
The Notes bear interest at 8%, mature on January 15, 2009, and are convertible
into our common stock, at the Investors' option, at a conversion price equal to
the lower of (i) $0.05 or (ii) 50% of the average of the three lowest intraday
trading prices for our common stock during the 20 trading days before, but not
including, the conversion date. As of December 28, 2005, the average of the
three lowest intraday trading prices for our common stock during the preceding
20 trading days as reported on the Over-The-Counter Bulletin Board was $0.02
and, therefore, the conversion price for the secured convertible notes was
$0.01. Based on this conversion price, the $1,000,000 Notes, excluding interest,
were convertible into 100,000,000 shares of our common stock.
We may prepay the Notes in the event that no event of default exists, there are
a sufficient number of shares available for conversion of the callable secured
convertible notes and the market price is at or below $.15 per share. The full
principal amount of the Notes is due upon default under the terms of Notes. In
addition, we have granted the Investors a security interest in substantially all
of our assets as well as registration rights.
The Warrants are exercisable until five years from the date of issuance at a
purchase price of $.13 per share. In addition, the exercise price of the
Warrants is adjusted in the event we issue common stock at a price below market.
The Investors have contractually agreed to restrict their ability to convert the
Notes and exercise the Warrants and receive shares of our common stock such that
the number of shares of the Company common stock held by them and their
affiliates after such conversion or exercise does not exceed 4.99% of the
Company's then issued and outstanding shares of common stock.
In connection with the foregoing financing the Company entered into a
Registration Rights Agreement with the Investors, which requires the Company to
file a registration statement covering the resale of the shares of common stock
underlying the Notes and Warrants. Pursuant to the Registration Rights
Agreement, the Company is required to file the registration statement within 30
days of the date of issuance and use its best efforts to obtain effectiveness of
such registration statement as soon as practicable. In the event that the
registration statement is not filed within 30 days of the date of issuance or
declared effective within 120 days of the date of issuance, the Company is
required to pay a penalty of 2% of the outstanding principal of the Notes for
each month that the filing or effectiveness of the registration statement is
delayed.
Letter of Intent Dated December 30, 2005
On December 30, 2005, Juniper Services, Inc. ("JSI"), an indirect wholly owned
subsidiary of the Company, entered into a binding letter of intent with New Wave
Communications, Inc. ("New Wave") providing for purchase by JSI of certain
assets of New Wave, namely its fixed assets, accounts receivable, and cash in
bank accounts. These assets relate to deployment, construction, and maintenance
of wireless-communication towers and related equipment. JSI has agreed to pay
New Wave $817,000 in cash and securities, which will be payable in installments,
with the final payment occurring on the closing of the purchase. The closing is
subject to various conditions, which include entry into a definitive asset
purchase agreement receipt by JSI of audited financial statements of New Wave
and JSI's satisfactory completion of its due diligence investigation of New
Wave. A copy of the letter of intent is attached hereto as Exhibit 10.6.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
The sale of the Notes described in Item 1.01 was completed on December 28, 2005
with respect to $500,000 of the Notes. As of the date hereof, the Company is
obligated on $500,000 in face amount of Notes issued to the Investors. The Notes
are a debt obligation arising other than in the ordinary course of business
which constitute a direct financial obligation of the Company.
Item 3.02 Unregistered Sales of Equity Securities
The Notes and Warrants described in Item 1.01 were offered and sold to the
Investors in a private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of 1933 and
Rule 506 promulgated thereunder. Each of the Investors is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Securities
Act of 1933.
Item 5.03 Amendment to Articles of Incorporation or Bylaws: Change in Fiscal
Year
On January 4, 2006, the Company filed with the Secretary of State of Nevada a
certificate of designation with respect to its Series B convertible preferred
stock. The Company's board of directors had previously authorized designating
135,000 shares of preferred stock as Series B convertible preferred stock. A
copy of the certificate of designation is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
3.1 Certificate of designation of Series B convertible preferred stock filed
with the Secretary of State of Nevada on January 4, 2006
10.1 Securities Purchase Agreement dated December 28, 2005 by and among the
Company and New Millennium Capital Partners II, LLC, AJW Qualified
Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.2 Form of Callable Secured Convertible Note dated December 28, 2005
10.3 Form of Stock Purchase Warrant dated December 28, 2005
10.4 Registration Rights Agreement dated December 28, 2005 by and among the
Company and New Millennium Capital Partners II, LLC, AJW Qualified
Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC
10.5 Security Agreement dated December 28, 2005by and among the Company and New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW
Offshore, Ltd. and AJW Partners, LLC
10.6 Letter of intent dated December 30, 2005 between Juniper Services, Inc. and
New Wave Communications, Inc.
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.
Juniper Group, Inc.
Date: January 4, 2005 By:/s/Vlado P. Hreljanovic
Name: Vlado P. Hreljanovic
Title: Chief Executive Officer
Exhibit Index
Exhibit No. Exhibits
3.1 Certificate of Designation
10.1 Securities Purchase Agreement
10.2 Form of Callable Securied Convertible Note
10.3 Form of Stock PUrchase Warrant
10.4 Registration Rights Agreement
10.5 Security Agreement
10.6 Letter of Intent