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 3.02--UNREGISTERED SALES OF EQUITY SECURITIES.
On April 17, 2006, Eagle Rock Capital, LLC, funded the second tranche
of its investment in Aradyme Corporation under the stock purchase agreement of
December 12, 2005, which was revised and restated on April 17, 2006. In the
second tranche of the investment, Eagle Rock provided Aradyme with $500,000 in
cash and received 2,500,000 shares of common stock and warrants to purchase an
additional 3,125,000 shares of common stock at an exercise price of $0.40 per
share. The warrants are not exercisable until December 12, 2006, and expire on
December 11, 2011.
With this funding of the second tranche, Eagle Rock has now invested
$1.5 million in Aradyme under the revised and restated stock purchase agreement
with up to another $1.5 million to be provided at Eagle Rock's discretion.
Eagle Rock is an affiliate of Merwin D. Rasmussen, a director and
corporate secretary of Aradyme.
Eagle Rock 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.
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 21, 2006 By: /s/ Scott A. Mayfield
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Scott A. Mayfield,
Chief Financial Officer
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