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): June 8, 2005
CONCENTRAX, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-32459 65-0887846
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2400 Augusta Place, Suite 425
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 340-9715
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.
On June 8, 2005, Concentrax, Inc. (the "Company") completed the sale of
10,000,000 shares (the "Shares") of the Company's common stock and cashless
warrants (the "Warrants") to purchase 1,000,000 shares of the Company's common
stock to Pluris Opportunity Fund, L.P., an accredited investor. The Shares and
Warrants were sold at a per unit price of $0.025 for gross proceeds totaling
$250,000. The Warrants are exercisable for a period of five years at an exercise
price equal to 80% of the average bid price for the 20 trading days prior to the
date of any exercise. From the date of closing until 90 days after the Effective
Date (defined below), if the Company or any subsidiary of the Company issues
common stock or any securities exercisable or convertible into common stock at a
price below $0.025 per share, then the Company must issue the investor
additional shares of common stock according to the following formula:
$250,000 - (10,000,000 * x)
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x
where "x" equals the price at which the Company issues shares of common stock or
the price at which other securities are exercisable or convertible into shares
of common stock.
The Company agreed to become current with filing all required SEC reports
within 30 days after closing. After the Company becomes current with filing its
required SEC reports, the Company must use its best efforts to have its common
stock quoted on the OTC Bulletin Board. In addition, the Company agreed to file
with the SEC a registration statement, on the earlier of 45 days after closing
or 30 days after filing all delinquent SEC reports, registering the resale of
the Shares and the common stock issuable upon exercise of the Warrants. The
Company must use commercially reasonable efforts to cause such registration
statement to be declared effective within 120 days after filing with the SEC
(the "Effectiveness Date").
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
Exhibit
Number Description
- --------- ----------------------------------------------------------------------
10.1 Securities Purchase Agreement dated May 31, 2005 among Concentrax,
Inc. and Pluris Partners, Inc.
10.2 Common Stock Purchase Warrant issued to Pluris Partners, Inc.
10.3 Registration Rights Agreement among Concentrax, Inc. and Pluris
Partners, Inc.
10.4 Escrow Agreement date May 27, 2005 between Concentrax, Inc., Pluris
Partners, Inc. and Cutler Law Group
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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.
CONCENTRAX, INC.
Dated: July 6, 2005 By: /s/ Steven H. Grant
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Steven H. Grant
Chief Financial Officer
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