UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
March 8, 2007 (February 28, 2007)
THINKPATH INC.
(Exact name of registrant as specified in its charter)
ONTARIO 001-14813 52-209027
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
201 WESTCREEK BOULEVARD, BRAMPTON, ONTARIO, CANADA L6T 5S6
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(Address of principal executive offices, including zip code)
(905) 460-3040
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(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 (see General Instruction A.2. below):
[ ] Written communication 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
As previously disclosed, on June 29, 2005, Thinkpath, Inc. (the
"Company) entered into a security agreement with Laurus Master Fund, Ltd.
("Laurus" and, together with the Company, the "Parties"), which established a
$3.5 million convertible financing facility based on eligible accounts
receivables (the "Original Agreement"). On June 30, 2006, the Company entered
into a revised security agreement pursuant to which Laurus issued to the Company
an additional promissory note in the principal amount of $1,400,000. The
proceeds of the promissory note were used to fund the acquisition of all of the
capital stock of The Multi-Tech Group.
On February 28, 2007, the Parties entered into an agreement which
further amended the Original Agreement (the "Omnibus Amendment"). Under the
Omnibus Amendment, the Parties agreed that the Company shall not be required to
pay to Laurus the principal portion of the monthly amounts due on the first
business day of March, April, May, June, July and August of 2007 under the term
note issued to Laurus by the Company pursuant to the Original Agreement (the
"Term Note"). Instead, under the Omnibus Amendment, such amounts shall be
amortized equally over the final 22 months of the term of the Term Note,
commencing on the first business day of September 2007 until the first business
day of July 2009.
The Omnibus Amendment also revised the revolving note (the "Revolving
Note") issued under the Original Agreement by increasing the amount of the
Revolving Note to $3,650,000 from $3,500,000. Further, in connection with the
transaction, the Parties agreed to redefine the exercise price of the June 2005
options and June 2006 warrants issued in favor of Laurus from $.0001 per share
to $.01 per share.
On February 28, 2007, the Company also issued to Laurus a warrant to
purchase up to 2,426,870 shares of the Company's common stock at $0.01 per
share, with such warrant being immediately exercisable. Such warrant also
provides for cashless exercise.
The Omnibus Amendment also provided that a registration statement
relative to the shares of common stock to be issued upon the exercise of the
warrants described above will be filed within 90 days from the date of the
Omnibus Amendment.
On February 28, 2007, the Company also executed a Reaffirmation and
Ratification Agreement wherein it acknowledged, ratified and confirmed all
indebtedness and obligations incurred by the Company pursuant to the Original
Agreement and all notes executed pursuant to such Original Agreement or any and
all amendments thereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) None. (b) None. (c) None.
(d) EXHIBIT NUMBER DESCRIPTION
4.1 Omnibus Amendment No. 2
4.2 Common Stock Purchase Warrant
4.3 Reaffirmation and Ratification Agreement
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.
Dated: March 8, 2007
THINKPATH INC.
By: /S/ KELLY HANKINSON
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Name: Kelly Hankinson
Title: Chief Financial Officer