U.S. 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): April 17, 2006
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.)
1255 North Research Way,
Building Q3500
Orem, Utah 84097
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(Address of principal executive offices) (Zip code)
801-705-5000
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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 April 17, 2006, Aradyme Corporation revised and restated the terms
of an investment agreement with Eagle Rock Capital, LLC, an affiliate of Merwin
D. Rasmussen, a director and corporate secretary of Aradyme. On the date of the
original agreement, December 12, 2005, the closing sales price of Aradyme's
common stock was $0.37 per share. On April 17, 2006, the closing sales price of
Aradyme's common stock was $0.28 per share.
Under the revised and restated agreement, Aradyme has agreed to sell to
Eagle Rock Capital, in a series of tranches, up to 15,000,000 shares of common
stock at $0.20 per share and warrants to purchase up to an additional 18,750,000
shares of common stock with exercise prices of $0.40 per share. The warrant to
purchase 5,000,000 shares issued December 12, 2005, has been canceled and
replaced with a warrant to purchase 5,000,000 shares under the revised and
restated agreement. All of the warrants are exercisable any time on or after
December 12, 2006, and expire on December 12, 2011. If all of the tranches are
fully funded, Aradyme will receive $3,000,000 without regard to any additional
amounts that would be received if any of the warrants are exercised.
The revised and restated agreements obligate Aradyme to file a
registration statement with the Securities and Exchange Commission within 30
days after Aradyme's certificate of incorporation is amended to increase its
capitalization from 50,000,000 shares of common stock to 100,000,000 shares of
common stock. The registration statement will register the resale of both the
shares of common stock and the shares of common stock issuable upon the exercise
of the warrants acquired under the revised and restated agreement as well as
certain other shares designated by Eagle Rock Capital.
The revised and restated agreement also provides Eagle Rock Capital
with a right of first refusal to provide additional equity financing for a
period of 18 months after the closing date.
ITEM 3.02--UNREGISTERED SALES OF EQUITY SECURITIES.
The information provided in Item 1.01 above is incorporated herein by
reference.
On April 17, 2006, Aradyme revised and restated its agreement and
agreed to issue up to 15,000,000 shares of common stock and warrants to purchase
an additional 18,750,000 shares of common stock to one accredited investor. The
purchaser was an affiliate of one of Aradyme's directors and negotiated the
terms of the transaction directly with Aradyme's executive officers. No general
solicitation was used, no commission or other remuneration was paid in
connection with such transaction, and no underwriter participated. The purchaser
acknowledged, in writing, the receipt of restricted securities and consented to
a legend on the certificate issued and stop-transfer instructions with the
transfer agent. This transaction was effected in reliance on the exemption from
registration provided in Section 4(2) of the Securities Act of 1933, as amended,
for transactions not involving any public offering.
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ITEM 9.01--FINANCIAL STATEMENTS AND EXHIBITS
The following are exhibits to this report:
Exhibit
Number Title of Document Location
10 Material Contracts
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10.29 Revised and Restated Stock Purchase Agreement This filing
between Aradyme Corporation and Eagle Rock Capital,
LLC, dated April 17, 2006
10.30 Revised and Restated Registration Rights Agreement This filing
between Aradyme Corporation and Eagle Rock Capital,
LLC, dated April 17, 2006
10.31 Form of Warrant To Purchase Shares of Common Stock This filing
(to be issued pursuant to Revised and Restated Stock
Purchase Agreement between Aradyme Corporation and
Eagle Rock Capital, LLC, effective December 12, 2005)
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: April 17, 2006 By: /s/ James R. Spencer
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James R. Spencer,
Chief Executive Officer
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