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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
placeCityWASHINGTON, StateD.C. PostalCode20549
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): August 18, 2006
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CDKNET.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27587 22-3586087
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
220 Old New Brunswick Road, Suite 202
Piscataway, NJ 08854
(Address of Principal Executive Offices)
(732) 465-9300
(Registrant's telephone number, including area code)
N/A
(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 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))I
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 18, 2006, we entered into a Amendment Agreement with Bushido
Capital Master Fund, LP, Gamma Opportunity Capital Partners, LP (Classes A and
C, collectively "Gamma") and Cargo Holdings LLC, a New York limited liability
company owned by Renee Typaldos, the wife of our Chairman, and Gennaro Vendome,
one of our directors. We refer to Bushido, Gamma and Cargo as the "First Round
Investors" in this report. The Amendment agreement makes material changes to the
Securities Purchase Agreements, warrants, registration rights agreements,
security agreements and other ancillary documents we executed in connection an
aggregate of $3,875,884.38 of 6% debentures (the "Prior Debentures") we sold to
the First Round Investors during the period from December 28, 2005 to March 31,
2006. The Amendment is filed as an exhibit to this report.
The material changes give the First Round Investors the same rights of
redemption in the event of a cash purchase of our assets as those held by
Bushido, LP, Pierce Diversified Strategy Master Fund LLC - Series BUS, Andreas
Typaldos and the Andreas Typaldos Family Limited Partnership (a New York limited
partnership for which Renee Typaldos, our Chairman's wife, acts as managing
partner) (the "Second Round Purchasers"). The Second Round Purchasers received
these rights as a result of their purchase of $1,773,470.83 aggregate principal
amount of our 6% secured convertible debentures on June 30, 2006 (the "New
Debentures"). As a result of the Amendment, the Prior Debentures and warrants
issued to the First Round Investors must be redeemed by us at a premium if we
agree to sell all of the Company's assets to a third party for cash and cash
equivalents.
In connection with the issuance of the 6% secured convertible debentures,
we entered into registration rights agreements with the purchasers of the
debentures. Our registration rights agreement with the First Round Investors, as
previously amended, required us to file a registration statement under the
Securities Act of 1933, as amended covering the possible sale of shares of our
Common Stock upon the exercise of the Prior Debentures and related warrants by
October 15, 2006 and have it declared effective by December 14, 2006. As a
result of the amendment, the First Round Investors have the right to have such
shares of Common Stock issuable within 60 days after receiving written demand of
the First Round and Second Round Investors holding 60.1% of such securities and
have it declared effective 90 days thereafter. Pursuant to the registration
rights agreement, we are required to file a registration statement under the
Securities Act of 1933 covering the resale of the registrable securities. We
will pay all expenses incurred in connection with the registration described
above, except for underwriting discounts and commissions. The registration
rights agreement was filed as Exhibit 4.3 to our Form 8-K Current Report dated
June 30, 2006.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number
99.1 Amendment Agreement dated August 18, 2006 between CDKnet.com, Inc.,
Bushido Capital Master Fund, LP, Gamma Opportunity Capital Partners,
LP (Classes A and C), and Cargo Holdings LLC
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SIGNATURE
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.
CDKNET.COM, INC.
Date: August 24, 2006 By: /s/ Oleg Logvinov
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Oleg Logvinov
Chief Executive Officer
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