================================================================================
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): JANUARY 31, 2005
CAMINOSOFT CORP.
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
CALIFORNIA 033-64534-LA 95-388130
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
600 Hampshire Road, Suite 105
Westlake Village, CA 91361
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(805) 370-3100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
-----------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IS 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 METERIAL DEFINITIVE AGREEMENT
On January 31, 2005, we entered into a new Common Stock Purchase Agreement
("Purchase Agreement") with Fusion Capital Fund II, LLC, ("Fusion Capital") with
substantially the same terms and conditions as the terminated Common Stock
Purchase Agreement. Pursuant to the terms of the new Purchase Agreement, Fusion
Capital has agreed to purchase from the Company up to $6,000,000 of the
Company's common stock over a thirty (30) month period. Pursuant to the terms of
a Registration Rights Agreement, dated as of January 31, 2005, we agreed to file
a registration statement on Form SB-2 (the "Registration Statement") with the
Securities and Exchange Commission covering shares which may be purchased by
Fusion Capital under the Purchase Agreement. Once the Registration Statement has
been declared effective, each month we have the right to sell to Fusion Capital
$200,000 of our common stock at a purchase price based upon the market price of
our common stock on the date of each sale without any fixed discount to the
market price. At our option, Fusion Capital can be required to purchase fewer or
greater amounts of common stock each month. We have the right to control the
timing and the number of shares sold to Fusion Capital. As compensation for its
purchase commitment, we issued 340,136 shares of common stock to Fusion Capital.
This offering was made pursuant to an exemption from registration provided
by Section 4(2) of the Securities Act, 1933, as amended.
ITEM 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.
On January 28, 2005, we termindated a Common Stock purchase agreement
entered into with Fusion Capital Fund II, LLC dated as of September 16, 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBITS
4.1* Termination Agreement, dated January 28, 2005.
4.1* Common Stock Purchase Agreement, dated January 31, 2005
4.2* Registration Rights Agreement, dated January 31, 2005
- --------
* to be filed by amendment
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.
CAMINOSOFT CORP.
Date: January 31, 2005
/s/ Stephen Crosson
------------------------------
Name: Stephen Crosson
Title: Chief Financial Officer
and Chief Operating Officer