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): January 3, 2005
ARADYME CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 000-50038 33-0619254
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
677 E 700 S, Suite 201
American Fork, UT 84003
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(Address of principal executive offices) (Zip code)
801-756-9585
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(Registrant's telephone number, including area code)
n/a
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(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:
[ ] 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 January 3, 2005, Aradyme Corporation established a $200,000 credit
facility with an unaffiliated private lender to provide flexible bridge
financing as it expands its activities.
Under the terms of the definitive agreement (the "Agreement"), which
was dated December 29, 2004, interest will accrue on amounts drawn on the line
of credit at the rate of 15% per annum, and the total outstanding principal and
accrued interest is payable on November 15, 2005, or at any time prior to that
date at Aradyme's option.
As consideration for granting the line of credit, Aradyme issued 25,000
shares of restricted common stock to the lender and a warrant to purchase an
additional 200,000 shares of restricted Aradyme common stock at an exercise
price of $0.80 per share, which was the closing price of Aradyme's common stock
on November 15, 2004, the date on which the parties negotiated the principal
business terms of the definitive agreement.
Subject to acceptance by Aradyme, the lender may convert any amount of
principal and accrued interest into restricted Aradyme common stock at the same
price at which the warrant may be exercised. If Aradyme determines in good faith
that it is unable to repay amounts advanced under the line of credit when they
become due, Aradyme has the right to convert the principal and accrued interest
into restricted Aradyme common stock at a rate calculated based upon the average
closing price of the common stock on the 20 trading days preceding the November
15, 2005, due date.
In the event the lender fails or refuses to advance funds requested by
Aradyme under the line of credit within two business days of such a request, the
lender's right to convert the principal and accrued interest into restricted
Aradyme common stock and the lender's right to exercise the warrant shall be
extinguished.
ITEM 9.01--FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an exhibit to this report:
Exhibit
Number Title of Document Location
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10 Material Contracts
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10.01 Securities Purchase Agreement between Attached
Aradyme Corporation and Shan Lassig dated
December 29, 2004, effective November 15, 2004
10.02 Form of Convertible Promissory Note Attached
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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.
ARADYME CORPORATION
Registrant
Dated: January 5, 2005 By /s/ Scott A. Mayfield
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Scott A. Mayfield,
Chief Financial Officer
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