UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 2006
CATCHER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
DELAWARE 000-50299 62-0201385
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
- --------------------------------------------------------------------------------
39526 CHARLESTOWN PIKE
HAMILTON, VIRGINIA 20158
(Address of Principal Executive Offices, including zip code)
(540) 882-3087
(Registrant's telephone number, including area code)
N/A
(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 (SEE General Instruction A.2. below):
|_| 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
On February 2, 2006, Catcher Holdings, Inc. (the "Company") entered into
an Amended and Restated Registration Rights Agreement, dated as of February 2,
2006 (the "Amended Rights Agreement"), with those persons and entities listed on
Exhibit A thereto. Ira Tabankin, a Director and the Secretary of the Company and
the Chief Technical Officer and Chairman of the Board of Directors of Catcher,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company
("Catcher"), and Charles Sander, a Director and the President and Chief
Executive Officer of the Company and the President and Chief Executive Officer
of Catcher, are each a party to the Amended Rights Agreement.
The Amended Rights Agreement subordinates the contractual registration
rights of Mr. Tabankin and Mr. Sander (the "Officers") that the Officers
possessed under that certain Registration Rights Agreement, dated as of May 4,
2005, by and among the Company and the investors listed on Exhibit A thereto
(the "Prior Rights Agreement"). Under the Amended Rights Agreement, the Officers
will not have the ability to include their Registrable Securities (as defined in
the Prior Rights Agreement) on any registration statement filed under the
Amended Rights Agreement unless and until the Registrable Securities held by
persons that are not affiliates of the Company have been registered.
The Amended Rights Agreement further provides that (1) the rights of all
holders (the "Series A Holders") of the Company's Series A warrants (the "Series
A Warrants") to purchase shares of the Company's Common Stock (the "Common
Stock") to have their shares registered are subordinate to the registration
rights to be granted to the holders of securities to be sold in certain future
financings by the Company, (2) the amounts, if any, that may be due to holders
of the Registrable Securities under the Prior Rights Agreement due to the
failure to have the registration statement with respect to such Registrable
Securities declared effective by the registration deadline set forth in the
Prior Rights Agreement are waived and such penalty provisions are eliminated on
a going forward basis, (3) the Company may, in its discretion, reduce the amount
of Registrable Securities to be included in any registration statement on a pari
passu basis with each other holder of Registrable Securities and with any other
parties that currently have registration rights or that the Company grants
registration rights to in the future (other than those held by affiliates of the
Company, whose contractual rights to registration under the Amended Rights
Agreement would be subordinate to those of persons who are not affiliates of the
Company) in order to comply with any requirements of the SEC, (4) the Series A
Holders were granted "piggyback" registration rights with respect to the
Registrable Securities held by them and (5) the Company will pay penalty
consideration to the Private Investors (as defined in the Amended Rights
Agreement) if the Company (i) fails to include at least 70% of the Registrable
Securities requested to be registered by the holders of such Registrable
Securities in the registration statement to be filed in connection with the
Company's next financing and (ii) the Company fails to file an additional
registration statement registering these excluded shares within prescribed time
periods.
Concurrently with the entering into of the Amended Rights Agreement, the
Company issued Series C warrants to purchase an aggregate of 1,677,285
additional shares of the Common Stock (the "Series C Warrants"). See also Item
3.02 regarding the unregistered sale of the Series C Warrants.
The description of the transaction in this report is qualified in its
entirety by reference to the Form of Amended and Restated Registration Rights
Agreement filed with this current report as Exhibit 10.1.
AMENDMENT TO SERIES A AND SERIES B WARRANTS
On February 2, 2006, the Company entered into Amendment No. 1 to the
Series A and Series B Warrants effective as of February 2, 2006 (the "Warrant
Amendment") with the Participating Series A Holders (as defined below).
The Warrant Amendment amended the reference in Section 13 of the Series A
Warrants and in Section 13 of the Series B Warrants to the "Registration Rights
Agreement" to instead reference the "Amended and Restated Registration Rights
Agreement, dated as of February 2, 2006, as amended from time to time."
The description of the transaction in this report is qualified in its
entirety by reference to the Form of Amendment No. 1 to the Series A and Series
B Warrants filed with this current report as Exhibit 4.1.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On February 2, 2006 the Company issued Series C Warrants to each Series A
Holder (collectively, the "Participating Series A Holders") that (1) exercised
all Series A Warrants held by the Series A Holder, (2) executed the Amended
Rights Agreement and (3) executed the Warrant Amendment, by February 2, 2006. An
aggregate of 1,677,285 Series C Warrants were issued to the Participating Series
A Holders and are now outstanding. Each Series C Warrant entitles the holder to
purchase one share of the Common Stock at $2.50 per share and is exercisable for
a period of five years (the "Exercise Period"). The Series C Warrants may not be
called by the Company at any time prior to the expiration of the Exercise
Period.
See also Item 1.01 regarding the Company's entrance into the Amended
Rights Agreement and the Warrant Amendment.
The description of the transaction in this report is qualified in its
entirety by reference to the Form of Series C Warrant filed with this current
report as Exhibit 4.2.
In addition, in connection with the issuance of the Series C Warrants, the
Company issued to the Participating Series A Holders an aggregate of 569,258
shares of its Common Stock upon the exercise of outstanding Series A Warrants
held by such persons. The Company received total proceeds of approximately
$854,000 in cash upon such exercises.
The Company relied upon the exemptions from the registration requirements
under Section 4(2) of the Securities Act of 1933, as amended, and Regulation D
promulgated thereunder, for the issuance of the Series C Warrants and the Common
Stock issued upon exercise of Series A Warrants.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
4.1 Form of Amendment No. 1 to Series A Warrants and Series B Warrants
4.2 Form of Series C Warrant issued to investors
10.1 Form of Amended and Restated Registration Rights Agreement, dated as
of February 2, 2006, by and among the Company and the persons listed
as signatories thereto
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.
CATCHER HOLDINGS, INC.
February 8, 2006 By: /s/ Charles Sander
-------------------------------
Charles Sander
President and Chief Executive Officer