UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K Amendment Number 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2005
------------------
BLUEGATE CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Nevada 000-22711 76-0640970
- --------------------------------------------------------------------------------
(State or other (Commission File (IRS Employer
jurisdiction of Incorporation) Number) Identification Number)
701 North Post Oak, Road, Suite 630, Houston, Texas 77024
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713/682-7400
------------
- --------------------------------------------------------------------------------
(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 (see General Instruction A.2. below):
[_] 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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The purpose of this Current Report on Form 8-K/A is to amend the Current
Report on Form 8-K of Bluegate Corp. (" REGISTRANT "), filed on September 21,
2005, which described the acquisition of substantially all of the assets of
Trilliant Corp. (the Acquisition) by Registrant. The Acquisition agreement set
forth the purchase price of the assets acquired as including an initial stock
payment of 151,065 shares of Registrant's common stock. Due to a mathematical
error, the amount of the initial stock payment that was made was 258,302 shares
of Registrant's common stock. The other terms of the Acquisition agreement
remain unchanged. The effected paragraph should read as follows:
The purchase price for Seller's assets consisted of an initial stock
payment of 258,302 shares of Registrant's common stock, an earn-out (the
"Earn-out") pursuant to which an additional 827,160 shares could be earned
depending on the acquired business's revenues over the next two years, a
short-term promissory note in the original principal amount of $136,033 (the
"Promissory Note"), future royalty payments (the "Royalty") based on certain
software acquired in connection with the transaction, and the assumption of
certain on-going contractual obligations. The Earn-out provides that Seller may
earn up to 407,407 and 419,753 additional shares in each of the two consecutive
one-year periods, respectively, after the closing of the acquisition if the
Subsidiary's revenues exceeds $1.3 million for the related one-year period. If
Subsidiary's revenues are less than $1.3 million for one of the one-year
periods, the Seller will earn a proportionately reduced number of the additional
shares for that yearly period. The Promissory Note is due and payable in full on
December 15, 2005 and bears no interest. The Royalty entitles Seller to 10% of
all revenues exceeding $1.0 million dollars realized during the first two years
after closing from certain software transferred in connection with the
transaction. In connection with the acquisition, Registrant entered into a
"piggy back" registration rights agreement with Seller, whereby it will have the
right to include in any registration with the U.S. Securities and Exchange
Commission any and all shares issued or to be issued in connection with the
acquisition.
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.
BLUEGATE CORPORATION
(Registrant)
Date: April 6, 2006 By: /s/ Steven M. Plumb
--------------------
Steven M. Plumb,
Chief Financial Officer