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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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July 28, 2006
TELEPLUS ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 000-49628 90-0045023
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7575 TRANSCANADIENNE, SUITE 305, ST-LAURENT, QUEBEC, CANADA H4T 1V6
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (514) 344-0778
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 28, 2006, Teleplus Enterprises, Inc. (the "Company") entered into
a certain Securities Purchase Agreement ("SPA") with Cornell Capital Partners,
LP ("Cornell" and together with the Company, the "Parties") pursuant to which
the Company issued to Cornell Three Million Dollars ($3,000,000) in secured
convertible debentures (the "Debentures") of even date with the SPA. The
Debentures were fully funded on July 28, 2006. The Debentures are convertible,
in whole or in part, at any time and from time to time before maturity at the
option of the holder at the lesser of (a) $0.20 or (b) ninety-five percent (90%)
of the lowest volume weighted average price of common stock for thirty (20)
trading days immediately preceeding the conversion date. Beginning on March 1,
2007, and continuing on the first Trading Day of each calendar month thereafter,
the Company shall make mandatory redemptions ("Mandatory Redemption") consisting
of outstanding principal. The principal amount of each Mandatory Redemption
shall be equal to $100,000 per calendar month, until all amounts owed under this
Debenture have been paid in full. The Company has the option to redeem a portion
or all of the amounts outstanding under the Debentures prior to the maturity
date of the Debentures. The Debentures have a term of three (3) years,
piggy-back registration rights and accrue interest at a rate equal to ten
percent (10%) per year. The Debentures are secured by certain pledged assets of
the Company. The Parties have also entered into an Investor Registration Rights
Agreement, pursuant to which the Company has agreed, if required by Cornell, to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, and applicable state
securities laws.
In connection with the SPA the Company also issued Cornell a warrant to
purchase 5,000,000 shares of the Company's common stock at $0.11, a warrant to
purchase 10,000,000 shares of the Company's common stock at $0.13, a warrant to
purchase 10,000,000 shares of the Company's common stock at $0.15, and a warrant
to purchase 5,000,000 shares of the Company's common stock at $0.18.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
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EXHIBIT DESCRIPTION LOCATION
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10.1 Securities Purchase Agreement, dated July 28,
2006, by and between the Company and Cornell Provided herewith
10.2 Form of Secured Convertible Debenture, dated July
28, 2006, issued by the Company to Cornell Provided herewith
10.3 Second Amended and Restated Security Agreement,
dated July 28, 2006, by and between the Company
and Cornell Provided herewith
10.4 Investor Registration Rights Agreement, dated July
28, 2006, by and between the Company and Cornell Provided herewith
10.5 Form of Warrant issued to Cornell by the Company
dated July 28, 2006 Provided herewith
10.6 Second Amended and Restated Pledge and Escrow
Agreement by and among Cornell, the Company,
Visioneer Holding Group, Inc. and David Gonzalez. Provided herewith
10.7
Second Amended and Restated Subsidiary Security
Agreement between Teleplus Connect Corp. and
Cornell dated July 28, 2006. Provided herewith
10.8 Second Amended and Restated Subsidiary Security
Agreement between Teleplus Retail Services, Inc.
and Cornell dated July 28, 2006. Provided herewith
10.9 Subsidiary Security Agreement between Teleplus
Wireless Corp. and Cornell dated July 28, 2006. Provided herewith
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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.
Date: August 1st, 2006 TELEPLUS ENTERPRISES, INC.
By: /s/ Marius Silvasan
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Name: Marius Silvasan
Title: Chief Executive Officer
Date: August 1st, 2006 TelePlus Enterprises, Inc.
By: /s/ Robert Krebs
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Name: Robert Krebs
Title: Chief Financial Officer
Date: August 1st, 2006 TelePlus Enterprises, Inc.
By: /s/ Tom Davis
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Name: Tom Davis
Title: Chief Operating Officer
Date: August 1st, 2006 TelePlus Enterprises, Inc.
By: /s/ Kelly McLaren
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Name: Kelly McLaren
Title: President
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