SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
January 23, 2004
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Date of Report
(Date of Earliest Event Reported)
WIZZARD SOFTWARE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 333-69415 87-0575577
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(State or other juris- (Commission File No.) (IRS Employee
diction of incorporation) I.D. No.)
424 Gold Way
Pittsburgh, Pennsylvania 15213
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(Address of Principal Executive Offices)
(412) 621-0902
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Registrant's Telephone Number
Item 5. Other Events and Regulation FD Disclosure.
On January 23, 2004, Wizzard Software Corporation, a Colorado corporation
(the "Company"), closed a Subscription Agreement by which three institutional
investors (collectively, the "Subscribers") agreed to purchase:
a total of 1,648,352 shares of the Company's one mill ($0.001) par value
common stock for a total of $1,200,000, or $0.728 per share (the
"Shares"); and
warrants to purchase an additional 824,174 shares of common stock at a
price of $1.55 per share (the "Warrants").
The first $600,000 of the Share subscription was payable immediately upon
closing, and the Company received this sum on January 23, 2004. The second
$600,000 will become payable five days after the effective date of the
Company's registration statement on Form SB-2 (or other suitable registration
statement) by which the Company is to register the Shares and all of the
shares of common stock underlying the Warrants (the "Warrant Shares").
Similarly, the Company was to issue the Warrants to purchase the first 412,087
Warrant Shares immediately, with the remaining Warrants to be issued five days
after the registration statement is declared effective.
The Company is required to file the registration statement with the
Securities and Exchange Commission by March 8, 2004 (the "Filing Date"), and
the registration statement must be declared effective on or before May 2, 2004
(the "Effective Date"). If the registration statement is not filed on or
before the Filing Date and is not declared effective on or before the earlier
of the Effective Date or 10 business days after the Company's receipt from the
Securities and Exchange Commission of a communication stating that the
registration statement will not be reviewed, then the Company must deliver to
the Subscribers as liquidated damages an amount equal to one percent of the
$1,200,000 purchase price of the Shares and one percent of the amount paid
upon exercise of any exercised Warrants for every 30 day period, or part
thereof, that the Company is delinquent in meeting its registration
obligations.
After deducting estimated costs of $137,000 from the $1,200,000 gross
proceeds payable under the Subscription Agreement, the Company intends to
allocate the net proceeds to various expenditures such as payroll and related
taxes, selling and marketing costs, and other ongoing expenses. The Company
is in the process of preparing a registration statement on Form SB-2 to comply
with its registration obligations under the Subscription Agreement. The
Company believes that it will be able to meet the deadlines with respect to
the Filing Date and the Effective Date, but it can not provide any assurance
in this regard. If the Company were to default on any of its registration
obligations, the proceeds available to it under the Subscription Agreement
could be substantially reduced.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Subscription Agreement
10.2 Funds Escrow Agreement
10.3 Common Stock Purchase Warrant No. 2004-JAN-001
10.4 Common Stock Purchase Warrant No. 2004-JAN-002
10.5 Common Stock Purchase Warrant No. 2004-JAN-003
Incorporated by Reference.
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None; not applicable.
Item 9. Regulation FD Disclosure.
See Item 5 of this Current Report.
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.
WIZZARD SOFTWARE CORPORATION
Date: 1/28/2004 /s/ Christopher J. Spencer
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Christopher J. Spencer, CEO and President