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 10, 2006
OPTIONABLE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 000-51837 52-2219407
(State or other (Commission File number) (IRS Employer Identification No.)
jurisdiction of
incorporation
or organization)
555 Pleasantville Road, South Building, Suite 110 Briarcliff Manor, NY 10150
(Address of principal executive offices) (Zip Code)
(914) 773-1100
(Registrant's Telephone Number, Including Area Code)
(Former Address If Changed since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation for 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))
Section 1--Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
a. Amendment of Material Definitive Agreement
As previously reported, from time to time Optionable, Inc. (the
"Company") has received loans from three of its executive officers and/or
an entity owned by two of its executive officers. In April 2005 the entity
assigned its rights to the Company's liability equally to its two
co-owners. As of the date of this Report the principal amount outstanding
under these loans aggregated $6,111,904. Of this amount, $5,244,510 is owed
to Mark Nordlicht, the Company's Chairman, $608,697 is owed to Edward J.
O'Connor, the Company's President, and $258,697 is owed to Kevin P.
Cassidy, the Company's Chief Executive Officer. The loans do not currently
bear interest.
During April 2005 the Company entered into modifications of the terms
of the amounts due from it to Messrs. Nordlicht, O'Connor and Cassidy. The
modifications to these terms are set forth in the Addendum to Master
Services Agreement, dated April 12, 2005 with Capital Energy Services LLC
and the Addendum To Loan Agreement, dated April 12, 2005, with Mark
Nordlicht (collectively, the "Agreements"). The Agreements provide that,
among other things, the Company may make principal repayments towards the
underlying liabilities amounting to approximately 25% of its quarterly cash
flows from operating activities less capital expenditures. The actual
amount of any such payment was to be established by the Finance Committee
of the Board of Directors, the sole member of which is a non-employee
member of the Board of Directors.
Also as previously reported, for the quarter ended December 31, 2005
the Finance Committee and the three executive officers negotiated
repayments aggregating $600,000, which was in excess of the 25% of
quarterly cash flow called for by the Agreements.
In light of the Company's improving cash flow and overall financial
position, and in the interest of retaining the services of its executive
officers, in April 2006 the Finance Committee determined that a limitation
based on a fixed percentage of quarterly cash flow was no longer necessary
or appropriate. Instead, the Finance Committee will decide each quarter on
the amount of such quarter's repayment, after taking into account the
Company's cash flow, overall financial position, anticipated capital needs
and such other factors as the Finance Committee deems appropriate. This
modification to the Agreements is set forth in an amendment to the
Agreements which is attached as an exhibit to this Report.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
10 Amendment, dated as of April 10, 2006, to Master
Services Agreement dated April 1, 2004 and to
Loan Agreement dated March 22, 2004
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OPTIONABLE, INC.
Date: April 12 , 2006 By: /s/ Kevin P. Cassidy
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Kevin P.Cassidy
Chief Executive Officer