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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):
MARCH 6, 2001
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIA 0-23446 94-3008888
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
999 BAKER WAY, FIFTH FLOOR, SAN MATEO, CA 94404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 578-0700
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(Former name or former address, if changed since last report)
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Exhibit Index is on page 5.
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ENLIGHTEN SOFTWARE SOLUTIONS, INC.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Maden Tech Consulting, Inc., a Delaware corporation ("Maden
Tech"), acquired control of the Registrant on March 6, 2001 pursuant to the
initial advance made by Maden Tech to the Registrant under a Loan Agreement
dated as of February 14, 2001 (the "Loan Agreement"). Under the Loan Agreement,
Maden Tech agreed to provide the Registrant an initial advance of $100,000 and,
in the sole discretion of Maden Tech, additional advances under a credit
facility providing for total borrowings in the aggregate amount of up to
$1,118,250. All amounts extended under the credit facility are secured by the
Registrant's core products, technology and intellectual property and are
evidenced by a convertible note repayable upon demand by Maden Tech made after
July 15, 2001.
To satisfy certain of the conditions precedent specified in the
Loan Agreement, on March 6, 2001 the Registrant (1) expanded the size of its
Board of Directors from four to seven members, (2) caused one of its incumbent
directors to resign effective upon the receipt of the initial advance, and (3)
appointed four individuals designated by Maden Tech to serve on the Registrant's
Board of Directors. The four directors designated by Maden Tech were Omar Maden,
the sole stockholder, Chief Executive Officer and a director of Maden Tech;
David Ford, Senior Vice President and General Counsel of Maden Tech; Robert
Hinaman, CEO of esqNetwork, Inc. and a former Managing Director of Chase
Manhattan Bank for European Mergers and Acquisitions; and Kim McCaffrey,
President of MC Info, Inc., a subsidiary of Maden Tech. The remaining three
seats on the Registrant's Board of Directors continue to be held by three of the
four incumbent members of the Board, including David Parker, Co-Chairman of the
Board and a former CEO of the Registrant; Michael Seashols, Co-Chairman of the
Registrant's Board and former Chairman and CEO of Evolve Software; and Peter
Sprague, former Chairman and CEO of WaveSystems. In addition, Omar Maden was
appointed Chief Executive Officer of the Registrant effective immediately
following the initial advance.
Subject to adjustment upon the occurrence of certain events,
Maden Tech is entitled to convert amounts extended under the credit facility
into shares of the Registrant's Common Stock at a conversion price of $0.225 per
share. Accordingly, as a result of the initial $100,000 advance made by Maden
Tech on March 6, 2001, Maden Tech acquired beneficial ownership of 444,444
shares of the Registrant's Common Stock. In addition, in connection with the
initial advance, on March 6, 2001 the Registrant granted Maden Tech a warrant to
purchase up to 2,000,000 shares of the Registrant's Common Stock. The warrant is
immediately exercisable and will remain exercisable until March 6, 2002, at a
price equal to the trailing five-day average closing price of the Enlighten
common stock calculated as of the trading day immediately before the date of
exercise.
Accordingly, as of the date hereof Maden Tech beneficially owns
2,444,444 shares of the Registrant's Common Stock, representing 32.9% of the
shares of Common Stock outstanding. Maden Tech has a right to acquire all such
shares within 60 days upon conversion of amounts outstanding under the credit
facility (currently covering 444,444 shares based on the $100,000 principal
amount outstanding thereunder) or exercise of the warrant (covering 2,000,000
shares).
Maden Tech expects to acquire beneficial ownership of additional
shares of the Registrant's Common Stock as additional amounts are loaned to the
Registrant under
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the credit facility. If the credit facility were fully extended, Maden Tech
would acquire the right to convert the indebtedness into shares of the
Registrant's Common Stock representing up to 49.9 percent of the shares then
outstanding (excluding, for the purpose of such calculation, shares of Common
Stock issuable upon exercise by Maden Tech of the warrant).
ITEM 7. EXHIBITS
Exhibit
Number Exhibit Description
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10.1 Loan Agreement dated as of February 14, 2001 by and among the Registrant and
Maden Tech
10.2 Convertible Demand Note made March 6, 2001
10.3 Warrant Agreement dated as of March 6, 2001 by and among the Registrant and
Maden Tech
10.4 Warrant Certificate MT-001 issued March 6, 2001
10.5 Registration Rights Agreement dated as of March 6, 2001 by and among the
Registrant and Maden Tech
10.6 Software Security Agreement dated as of February 14, 2001 by and among the
Registrant and Maden Tech
10.7 Conditional Assignment dated as of February 14, 2001
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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.
Enlighten Software Solutions, Inc.
Date: March 15, 2001 By: /s/ STEPHEN GIUSTI
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Stephen Giusti
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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10.1 Loan Agreement dated as of February 14, 2001 by and among the Registrant and
Maden Tech
10.2 Convertible Demand Note made March 6, 2001
10.3 Warrant Agreement dated as of March 6, 2001 by and among the Registrant and
Maden Tech
10.4 Warrant Certificate MT-001 issued March 6, 2001
10.5 Registration Rights Agreement dated as of March 6, 2001 by and among the
Registrant and Maden Tech
10.6 Software Security Agreement dated as of February 14, 2001 by and among the
Registrant and Maden Tech
10.7 Conditional Assignment dated as of February 14, 2001
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