UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 11, 2006
SECURAC CORP.
(Exact name of registrant as specified in its charter)
Nevada 033-07456-LA 88-0210214
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
2500, 520 - 5th Avenue S.W., Calgary, Alberta Canada T2P 3R7
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (403) 225-0403
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM. 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective June 6, 2006 we entered into a Letter of Intent ("LOI") with Edentify,
Inc. ("Edentify") regarding a possible acquisition of our company by Edentify.
Under the LOI, we agreed to an exclusivity period under which we are to cease
any existing acquisition discussions with third parties and are not to initiate
or solicit third party acquisition proposals prior to August 31, 2006, the date
of expiration of the LOI. We also agreed to pay Edentify a break up fee in the
amount of $50,000 plus reasonable costs incurred by Edentify in the event that
prior to August 31, 2006 we either (i) fail to enter into a definitive
acquisition agreement with Edentify (other than due to Edentify's action or
inaction) and we materially breach our obligations under the LOI or (ii) we
notify Edentify that we no longer desire to pursue the acquisition on the
contemplated terms.
The exact method by which the acquisition would be effected has not yet been
determined, and there can be no assurance that a transaction with Edentify will
be consummated within the contemplated time frame, or at all.
The disclosure in response to Item 2.03 below is incorporated herein by
reference.
SECTION 2 - FINANCIAL INFORMATION
ITEM. 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
We entered into a series of definitive agreements with CAMOFI Master LDC (the
"Lender") under which the Lender provided us with $500,000 in principal amount
of short-term debt on May 11, 2006 (the "Closing Date"). The agreements, which
are dated April 28, 2006, were delivered on the Closing Date. The terms of this
transaction are summarized below.
Pursuant to the terms of a bridge loan agreement (the "Loan Agreement"), the
Lender provided funding to us in the principal amount of $500,000. The loan
bears interest at 10% per annum pursuant to a form of note granted in favor of
the Lender (the "Note"). Principal and interest is due and payable on November
11, 2006 or, if earlier, the date on which we consummate an equity financing in
excess of $1,000,000 (the "Maturity Date").
Our obligations under the Loan Agreement and Note are secured by a general
security interest in all of our assets, as well as a pledge of an aggregate of
21,309,009 shares of our common stock owned by certain of our trust
stockholders, the beneficiaries of which include certain of our directors and
management.
In connection with the Loan Agreement, we also issued to the Lender 87,500
restricted shares of our common stock and caused an additional 87,500 shares to
be transferred to the Lender by existing stockholders. We have committed to
provide the Lender with additional issued shares in an amount equal to $175,000
worth of common stock (half of which shall be restricted and half of which shall
be salable under Rule 144) in the event that the Note is not repaid in its
entirety on or before July 31, 2006.
In connection with the loan we issued to the Lender a warrant to purchase
175,000 shares of our common stock at an exercise price of US$0.13 per share.
The warrant contains a cashless exercise provision and is exercisable at any
time until May 11, 2011, five years from the Closing Date.
We have agreed to file, by September 1, 2006, a registration statement with the
SEC covering resale of the shares underlying the warrant as well as restricted
shares issued to the Lender in connection with the loan. We have also granted
piggyback registration rights to the Lender in connection with such shares.
As a condition to the loan, two of our directors, one of whom is also our CEO,
guaranteed repayment of the loan, which guarantees are secured by mortgages in
their personal residences. Recourse under the guarantees is limited to the
mortgages. Repayment of the loan is also guaranteed by our wholly-owned
subsidiaries.
We were introduced to the Lender through an agent. We have agreed to and have
paid that agent 10% of the loan proceeds .
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SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Securac Corp.
By: /s/ Paul James Hookham
-----------------------
Paul James Hookham
Chief Financial Officer,
Treasurer and Secretary
Dated: June 16, 2006
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