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
May 20, 2005
TRANSAX INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in Charter)
COLORADO 84-1304106
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(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
8th Floor, 5201 Blue Lagoon Drive
Miami, FL, 33126
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(Address of principal executive offices)(Zip Code)
(305) 629-3090
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(Issuer's telephone number, including area code)
NOT APPLICABLE
(Former Name or 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 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 17, 2005, Transax International Limited (THE "COMPANY") entered
into a Termination Agreement with Cornell Capital Partners, LP ("Cornell"),
whereby that certain Standby Equity Distribution Agreement, dated October 25,
2004, and the related Registration Rights Agreement, Placement Agent Agreement
and Escrow Agreement of even date therewith were terminated.
Upon execution of the Termination Agreement, the Company entered into a
new Standby Equity Distribution Agreement with Cornell on May 17, 2005.
Pursuant to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell shares of common stock for a total
purchase price of up to $5.0 million. For each share of common stock purchased
under the Standby Equity Distribution Agreement, Cornell will pay the Company
97% of, or a 3% discount to, the lowest closing bid price of the Company's
common stock on the Over-the-Counter Bulletin Board or other principal market
on which the Company's common stock is traded for the five days immediately
following the notice date. Cornell will also retain 5% of each advance under
the Standby Equity Distribution Agreement. Cornell's obligation to purchase
shares of the Company's common stock under the Standby Equity Distribution
Agreement is subject to certain conditions, including the Company obtaining an
effective registration statement for shares of common stock sold under the
Standby Equity Distribution Agreement and is limited to $200,000 per weekly
advance and $1,000,000 per 30 days.
On or about October 25, 2004, the Company and Cornell entered into a
Securities Purchase Agreement (the "SPA"), pursuant to which Cornell purchased
two 2 five 5% secured convertible debentures. The initial convertible
debenture in the original principal amount of $125,000 was dated October 25,
2004 and the second convertible debenture in the original principal amount of
$125,000 was dated January 4, 2005 (collectively, the "Original Debentures").
On May 17, 2005, the Company and Cornell entered into a $255,237 Promissory
Note (the "Note"), whereby the Original Debentures were terminated. This Note
represents the outstanding principal balance of $250,000 on the Original
Debentures, plus accrued but unpaid interest through April 30, 2005 equal to
$5,237. The Note bears interest at a rate of 12% per annum and is secured by
stock pledged by certain shareholders of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
EXHIBIT DESCRIPTION LOCATION
Exhibit 99.1 Termination Agreement dated as of May 17, 2005 between the
Company and Cornell Capital Partners, LP relating to the Provided herewith
Standby Equity Distribution Agreement entered into on October
25, 2004
Exhibit 99.2 Standby Equity Distribution Agreement dated as of May 17,2005
between the Company and Cornell Capital Partners, LP Provided herewith
Exhibit 99.3 Registration Rights Agreement dated as of May 17, 2005
between the Company and Cornell Capital Partners, LP Provided herewith
Exhibit 99.4 Placement Agent Agreement dated as of May 17, 2005 by and
among the Company, Cornell Capital Partners, LP and Sloan Provided herewith
Securities Corporation
Exhibit 99.5 Promissory Note issued to Cornell Capital Partners, LP, dated
as of May 17, 2005 Provided herewith
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: May 20, 2005TRANSAX INTERNATIONAL LIMITED
By: /s/ Stephen Walters
Name: Stephen Walters
Title:President, Chief Executive Officer and Director