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 1, 2006
THE A CONSULTING TEAM, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 0-22945 13-3169913
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
200 PARK AVENUE SOUTH, NEW YORK, NEW YORK 10003
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 979-8228
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 21, 2005, The A Consulting Team, Inc. ("TACT") entered into
a Share Exchange Agreement with Vanguard Info-Solutions Corporation
("Vanguard"), a New Jersey corporation, the Vanguard shareholders and the
authorized representative of the Vanguard shareholders named therein, providing
for an exchange of 7,312,796 shares of TACT's common stock for all of the issued
and outstanding shares of capital stock of Vanguard (the "Share Exchange").
Additionally, on January 21, 2005, TACT entered into a Stock Purchase Agreement
with Oak Finance Investments Limited ("Oak"), a British Virgin Islands company,
providing for the sale of between 625,000 and 1,250,000 shares of TACT's common
stock to Oak at a cash purchase price of $8.00 per share (the "Share Issuance").
TACT's Chairman and CEO, Shmuel BenTov, simultaneously entered into an agreement
to sell all of his shares of TACT capital stock to Oak in a separate transaction
at $10.25 per share (the "BenTov Proposed Sale," and collectively, the Share
Exchange, the Share Issuance and the BenTov Proposed Sale are referred to as the
"Transaction"). On August 4, 2005, the foregoing agreements were terminated
pursuant to their respective terms, and, subsequently, TACT and Mr. BenTov
sought, among other things, reimbursement of Transaction expenses.
As of June 1, 2006, TACT and Mr. BenTov (the "TACT Releasors") entered
into and delivered general releases and covenants not to sue, pursuant to which
the TACT Releasors released and covenanted not to sue Vanguard and certain
Vanguard-related persons, including (without limitation) its directors,
officers, agents and certain advisors of Vanguard (the "Vanguard Released
Parties"), in connection with any and all claims existing as of the date of such
releases and covenants, including, without limitation, any claims that were
related to the Transaction. In connection therewith, TACT received an aggregate
of $1,100,000 (without giving the affect to TACT's payment of fees and costs
incurred in connection with this recovery), and TACT and certain TACT-related
persons, including (without limitation) Mr. BenTov, received general releases
and covenants not to sue from certain of the Vanguard Released Parties.
The above releases and covenants not to sue involved no admission of
liability by any party.
TACT anticipates that this resolves all claims that it might have
brought in connection with the Transaction.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 10.1 Form of Release and Covenant Not to Sue entered
into by The A Consulting Team, Inc releasing certain parties.
Exhibit 10.2 Form of Release and Covenant Not to Sue entered
into by certain parties releasing The A Consulting Team, Inc.
[Remainder of page intentionally left blank]
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.
THE A CONSULTING TEAM, INC.
By: /s/ Salvatore Quadrino
----------------------
Chief Financial Officer
Date: June 2, 2006
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
Exhibit 10.1 Form of Release and Covenant Not to Sue entered into by The A
Consulting Team, Inc. releasing certain parties.
Exhibit 10.2 Form of Release and Covenant Not to Sue entered into by certain
parties releasing The A Consulting Team, Inc.