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): February 8, 2005
TECHEDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-50005 04-3703334
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
33 Wood Avenue South, 7F
Iselin, New Jersey 07310
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 632-9896
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 8, 2005, Techedge, Inc., sold 260,000 shares of its common
stock, par value $.0001 per share, to Pacific Century Fund LLC pursuant to a
stock purchase agreement, dated that same day, with Pacific Century for a
purchase price of $1.00 per share. Under the agreement, Techedge granted Pacific
Century the right to include the shares that it purchased in any registration
statement that Techedge might subsequently file (other than a registration
statement on Form S-4, S-8 or other limited purpose form), subject to cutback in
the case of an underwritten offering. A copy of the stock purchase agreement is
filed as an exhibit to this Current Report on Form 8-K. Techedge's Quarterly
Report on Form 10-QSB for the quarter ended September 30, 2004 inadvertently
reported this transaction as having been completed in November 2004.
Peter Wang, Techedge's Chief Executive Officer and Chairman of the
Board of Directors, Ya Li, Techedge's Chief Financial Officer, and Wind Chen,
Techedge's Senior Vice President of Strategy, are each members of Pacific
Century Fund LLC owning 28.88%, 30.92% and 3.83%, respectively, of the ownership
interests of Pacific Century.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Reference is made to Item 1.01 hereof with respect to Techedge's entry
into the stock purchase agreement with Pacific Century. On February 8, 2005,
Techedge sold 260,000 shares of its common stock, par value $.0001 per share,
to Pacific Century for an aggregate purchase price of $260,000. The shares were
issued in a private placement of securities exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities
Act.
Techedge's reliance upon the exemption from registration afforded by
Section 4(2) of the Securities Act is premised on the following:
o Pacific Century executed a stock purchase agreement in which it
acknowledged, among other things, that (i) the shares to be purchased by it
would not, upon consummation of the sale, be registered under the Securities Act
and could not be transferred in the absence of registration under the Securities
Act or an effective exemption from the registration requirements of the
Secruities Act, (ii) the certificates representing the shares would bear a
legend referring to such transfer restrictions and (iii) that it was purchasing
the shares for its own account, not as a nominee or agent, and not with a view
towards the resale, distribution or dissemination of the shares and that it had
no present arrangement to sell the shares.
o Pacific Century had an opportunity to ask questions of, and receive
answers from Techedge, concerning Techedge and the terms and conditions of the
stock purchase.
o Pacific Century is an "accredited investor," as such term is defined
pursuant to Rule 501(a) promulgated under the Securities Act.
o All of Techedge's communications with Pacific Century regarding the
private placement were effected without any general solicitation or public
advertising.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed as part of this Current Report
(c) Exhibits
10.1 Stock Purchase Agreement, dated as of February 8, 2005, between the
Registrant and Pacific Century Fund 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.
TECHEDGE, INC.
By: /s/ Peter Wang
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Name: Peter Wang
Title: Chief Executive Officer and Chairman of the
Board
Dated: February 14, 2005
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EXHIBIT INDEX
10.1 Stock Purchase Agreement, dated as of February 8, 2005, between the
Registrant and Pacific Century Fund LLC