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): July 5, 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 July 5, 2005, pursuant to a subscription agreement dated April 29, 2005, and
amended as of May 4, 2005 and May 27, 2005 (as amended, the "Subscription
Agreement") among Techedge, Inc. ("Techedge") and Alpha Capital
Aktiengesellschaft ("Alpha") and Whalehaven Capital Fund Limited ("Whalehaven"
and together with Alpha, the "Subscribers"). Techedge issued to each of the
Subscribers a warrant (the "Warrants") to purchase 200,000 shares of common
stock at an exercise price of $0.75 per share, which Warrants are exercisable at
any time through the close of business on July 5, 2010.
The Warrant provides that until July 5, 2010, if Techedge shall issue
any common stock except for certain excepted issuances, prior to the complete
exercise of this Warrant for a consideration per share less than the purchase
price that would be in effect at the time of such issuance, then, and thereafter
successively upon each such issuance, the purchase price shall be reduced to
such other lower issuance price. For purposes of this adjustment, the issuance
of any security or debt instrument of Techedge carrying the right to convert
such security or debt instrument into common stock or of any warrant, right or
option to purchase common stock shall result in an adjustment to the purchase
price upon the issuance of the above-described security, debt instrument,
warrant, right, or option and again at any time upon any subsequent issuances of
shares of common stock upon exercise of such conversion or purchase rights if
such issuance is at a price lower than the purchase price in effect upon such
issuance. The reduction of the purchase price pursuant to the Subscription
Agreement is in addition to the other rights of the Subscribers under the
Subscription Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
On July 5, 2005, Techedge sold 500,000 shares of its common stock, par
value $.0001 per share, to each of the Subscribers pursuant to the Subscription
Agreement for an aggregate purchase price of $250,000 per Subscriber and issued
to each of the Subscribers for no additional consideration a Warrant. The
shares and the Warrants 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:
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o The Subscribers executed the Subscription Agreement in which each
Subscriber acknowledged, among other things, that (i) the shares and the Warrant
to be purchased by it, as well as the shares of common stock issuable upon
exercise of the Warrants (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 toward, or resale in
connection with, the public sale or any distribution thereof.
o The Subscribers had an opportunity to ask questions of, and receive
answers from Techedge, concerning Techedge and the terms and conditions of the
securities purchase.
o Each of the Subscribers 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 the Subscribers 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 Warrant, dated as of July 5, 2005, issued to Alpha Capital
Aktiengesellschaft.
10.2 Warrant, dated as of July 5, 2005, issued to Whalehaven Capital Fund
Limited.
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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: July 6, 2005
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EXHIBIT INDEX
10.1 Warrant, dated as of July 5, 2005, issued to Alpha Capital
Aktiengesellschaft.
10.2 Warrant, dated as of July 5, 2005, issued to Whalehaven Capital Fund
Limited.
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