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): April 26, 2005
TECHEDGE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-50005 04-3703334
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
33 Wood Avenue South, 7F
Iselin, New Jersey 08830
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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 April 26, 2005, Techedge, Inc., sold 95,000 shares of its common stock,
par value $.0001 per share, to Pacific Century Fund LLC pursuant to a securities
purchase agreement, with Pacific Century dated that same day, for a purchase
price of $1.00 per share and issued to Pacific Century for no additional
consideration a warrant (the "Warrant") to purchase 95,000 shares of common
stock at an exercise price of $1.50 per share, which Warrant is exercisable at
any time through the close of business on April 26, 2007. Under the agreement,
Techedge granted Pacific Century the right to include the shares that it
purchased as well as the shares of common stock issuable upon exercise of the
Warrant (the "Warrant Shares") 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. Each of the securities purchase agreement and the Warrant is filed as
an exhibit to this Current Report on Form 8-K.
Peter Wang, Techedge's Chief Executive Officer and Chairman of the Board
of Directors, and Ya Li, Techedge's Chief Financial Officer, are each members of
Pacific Century Fund LLC owning 28.88% and 30.92%, 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 securities purchase agreement with Pacific Century. On April 26, 2005,
Techedge sold 95,000 shares of its common stock, par value $.0001 per share, to
Pacific Century for an aggregate purchase price of $95,000 and issued the
Warrant to Pacific Century for no additional consideration. The shares and the
Warrant 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 securities purchase agreement in which
it acknowledged, among other things, that (i) the shares and the Warrant to be
purchased by it, as well as the Warrant Shares, would not, upon consummation of
the sale or exercise of the Warrant, as applicable, 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, the
Warrant and the Warrant Shares would bear a legend referring to such transfer
restrictions and (iii) that it was purchasing the securities 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 securities.
o Pacific Century had an opportunity to ask questions of, and
receive answers from Techedge, concerning Techedge and the terms and conditions
of the securities purchase.
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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.
Item 9.01 Financial Statements and Exhibits
The following exhibits are filed as part of this Current Report
(c) Exhibits
10.1 Securities Purchase Agreement, dated as of April 26, 2005, between
the Registrant and Pacific Century Fund LLC
10.2 Warrant dated April 26, 2005 issued to 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: April 27, 2005
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EXHIBIT INDEX
10.1 Securities Purchase Agreement, dated as of April 26, 2005, between
the Registrant and Pacific Century Fund LLC
10.2 Warrant dated April 26, 2005 issued to Pacific Century Fund LLC
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