AUTHENTIDATE HOLDING CORP (Form: 8-K, Received: 07/07/2015 16:33:48)

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): June 30, 2015

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER: 0-20190


DELAWARE		14-1673067
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Connell Corporate Center

300 Connell Drive, 5 ^th Floor

Berkeley Heights, New Jersey 07922

(Address and zip code of principal executive offices)

(908) 787-1700

(Registrant’s telephone number, including area code)

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 July 2, 2015, Authentidate Holding Corp. (“Authentidate” or the “Company”) entered into agreements with the holders of outstanding promissory notes in the aggregate principal amount of $1,450,000 that were due on July 2, 2015 (the “Prior Notes”) in order to extend the maturity date of the Prior Notes from July 2, 2015 to July 16, 2015. In consideration for these extensions, the Company also agreed to increase the applicable interest rate of these Prior Notes to 12% per annum. The holders of the Prior Notes are Lazarus Investment Partners LLLP, which is the beneficial owner of approximately 29.4% of the Company’s common stock, which holds a Prior Note in the principal amount of $500,000 and an entity controlled by Douglas B. Luce, the brother of J. David Luce, a member of the Board of Directors of the Company, which holds a Prior Note in the principal amount of $950,000. The foregoing summary description of the terms and conditions of these agreements do not purport to be complete and is qualified in its entirety by the full text of the form of these agreements, which documents have been filed as exhibits to this Form 8-K.

Item 5.02

Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 1, 2015, Jeffrey Beunier, a member of the Board of Directors (the “Board”) of Authentidate notified the Board that he decided to resign from the Board, effective immediately. Mr. Beunier had also served as Chairman of the Audit Committee of the Board and was designated as the Audit Committee Financial Expert. Mr. Beunier stated that his resignation was due to his pursuit of other interests. The Nominating and Corporate Governance Committee and Board intend to review prospective internal candidates to fill the vacancy on the Audit Committee created by Mr. Beunier’s resignation.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the adjourned Annual Meeting of Stockholders of Authentidate held on June 30, 2015 (the “Meeting”), the stockholders of the Company approved the Certificate of Amendment to the Company’s Amended Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of common stock of the Company from 100,000,000 to 190,000,000 shares of common stock. The Company filed the Certificate of Amendment with the Secretary of State of Delaware on July 2, 2015 to implement the increase in its authorized number of shares of common stock. This description of the Certificate of Amendment is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 30, 2015, the Company reconvened its 2015 Annual Meeting of Stockholders, which was adjourned to permit additional time to solicit stockholder votes on Proposal 4, a proposal to approve the Certificate of Amendment to increase the number of authorized shares of common stock of the Company from 100,000,000 to 190,000,000 shares of common stock. The Meeting was held on June 30, 2015 in Berkeley Heights, New Jersey. Only stockholders of record as of the close of business on April 8, 2015 were entitled to vote at the Meeting. As of the record date, 41,964,118 shares of common stock of the Company were outstanding and entitled to vote at the Meeting. At the Meeting, 30,589,545 shares of common stock of the Company were represented, in person or by proxy. The stockholders voted to approve the amendment to our Amended Certificate of Incorporation to increase the number of shares of our common stock, par value $0.001 per share, authorized for issuance from 100,000,000 shares to 190,000,000 shares, by the following votes:


For	Against	Abstain	Broker Non-Votes
25,852,937	4,323,450	413,158	—

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

3.1		Certificate of Amendment to the Amended Certificate of Incorporation of the Company.

10.1		Note Amendment Agreement dated July 2, 2015 between the Company and Lazarus Investment Partners LLLP

10.2		Note Amendment Agreement dated July 2, 2015 between the Company and VER 83, LLC

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.


AUTHENTIDATE HOLDING CORP.

By:		/s/ William A. Marshall
Name:		William A. Marshall
Title:		Chief Financial Officer and Treasurer

Date: July 7, 2015

EXHIBIT INDEX


Exhibit No.		Description

3.1		Certificate of Amendment to the Amended Certificate of Incorporation of the Company.

10.1		Note Amendment Agreement dated July 2, 2015 between the Company and Lazarus Investment Partners LLLP

10.2		Note Amendment Agreement dated July 2, 2015 between the Company and VER 83, LLC

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED CERTIFICATE OF INCORPORATION

AUTHENTIDATE HOLDING CORP.

Pursuant to Section 242

of the General Corporation Law of

the State of Delaware

Authentidate Holding Corp. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:



FIRST:		That the Board of Directors of said Corporation adopted a resolution proposed and declaring advisable the following amendments to the Certificate of Incorporation of said Corporation:

RESOLVED, that the Certificate of Incorporation of Authentidate Holding Corp., be amended by changing Article “FOURTH (A)” thereof so that, as amended, said Article “FOURTH (A)” shall be and read as follows:

FOURTH: (A) Authorized Capital Stock . The total number of shares of all classes of stock which the Corporation shall have authority to issue is ONE HUNDRED AND NINETY-FIVE MILLION ( 195,000,000 ) shares, consisting of ONE HUNDRED AND NINETY MILLION ( 190,000,000) shares of Common Stock, par value $.001 per share (hereinafter, the “Common Stock”), and FIVE MILLION (5,000,000) shares of Preferred Stock, par value $.10 per share (hereinafter, the “Preferred Stock”), of which (i) 28,000 shares have been designated as Series B Preferred Stock and (ii) 665,000 shares have been designated as Series D Convertible Preferred Stock. Preferred Stock may be issued from time to time in one or more series. Subject to the other provisions of this Certificate of Incorporation and any limitations prescribed by law, the Board of Directors of the Corporation (the “Board”) is authorized to provide for the issuance of and issue shares of Preferred Stock in series and, by filing a certificate pursuant to the laws of the State of Delaware, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The relative rights, preferences and limitations of shares of undesignated Preferred Stock shall be as provided in sub-paragraph C of this Article FOURTH.



SECOND:		That at a meeting and vote of stockholders, duly held on June 30, 2015, upon notice and in accordance with Section 222 of the General Corporation Law of the State of Delaware, a majority of stockholders have given consent to said amendment.

THIRD:		That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:		That this Certificate of Amendment of the Certificate of Incorporation shall be effective on the date of filing with the Secretary of the State of Delaware.

IN WITNESS WHEREOF, Authentidate Holding Corp. has caused this certificate to be signed by its Chief Executive Officer and President this 30 ^th day of June, 2015.


AUTHENTIDATE HOLDING CORP.

By:		/s/ Ian C. Bonnet
		Ian C. Bonnet,
		Chief Executive Officer and President

Exhibit 10.1

NOTE AMENDMENT AGREEMENT

This NOTE AMENDMENT AGREEMENT (this “ Amendment ”), dated as of July 2, 2015 (the “ Effective Date ”), is entered into by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the “ Company ”) and Lazarus Investment Partners LLLP, the holder (the “ Holder ”) of the Prior Note (as such term is defined below).

WHEREAS, the Company has issued to the Holder a promissory note in the aggregate principal amount of $500,000 (the “ Prior Note ”) with a maturity date of July 2, 2015 (the “ Maturity Date ”);

WHEREAS, the Company seeks Holder’s consent to modify and extend the Maturity Date of the Prior Note to the date specified hereinafter and, in consideration thereof, the Company and the Holder have agreed to the additional terms set forth herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged the Company and the Holder agree as follows:

SECTION 1. Definitions . As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Prior Note.

SECTION 2. Amendments to the Prior Note . The Prior Note shall be amended as follows:

(a) The Prior Note is hereby amended to modify the definition of the term “ Maturity Date ” such that from and after the Effective Date of this Amendment, the term “ Maturity Date ” shall mean July 16, 2015.

(b) Section 1 of the Prior Note is hereby amended such that from and after the Effective Date, interest on the Prior Note shall accrue at the annual rate of 12% and that all accrued and unpaid interest on the Prior Note shall be due and payable in cash on the Maturity Date or any earlier date on which the then outstanding principal amount of the Prior Note is repaid.

(c) Section 3 of the Prior Note is hereby deleted in its entirety and all references elsewhere in the Prior Note to the term “Accelerated Payment Date” are also hereby deleted from the Prior Note.

SECTION 3. No Defaults . The Company and Holder, by execution of this Amendment, each hereby represent and warrant to the other, that as of the date hereof, no Event of Default has occurred under the Prior Note and no Event of Default exists or is continuing with respect to the Prior Note.

SECTION 4. Effect of Amendment . Upon the Effective Date of this Amendment, (i) the applicable portions of this Amendment shall be a part of the Prior Note and the Prior Note shall incorporate the provisions of Section 2 hereof, and (ii) each reference in the Prior Note to “this Note”, “this Agreement”, “hereof”, “hereunder”, or words of like import, and each reference in any other document or agreement to the Prior Note shall mean and be a reference to the Prior Note as amended hereby. Except as expressly amended hereby, the Prior Note (as it may have previously been amended) shall remain in full force and effect in accordance with its terms, and is hereby ratified and confirmed by the parties hereto.

SECTION 5. Consent . Each of the Holder and the Company hereby consents to the terms of the amendments to the Prior Note contained in this Amendment. This Amendment is not intended to serve as, and shall not be construed by operation of law or otherwise, as a novation of the Prior Note.

SECTION 6. Representations and Warranties . Each of the parties hereto represents and warrants that it is duly incorporated or otherwise organized, validly existing and (to the extent applicable) in good standing under the laws of the jurisdiction of its formation, that it has all requisite power and authority to enter into this Amendment and that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation. The Holder further represents and warrants that (i) it is the beneficial or record owner of the Prior Note originally issued to it, free and clear of any and all pledges, liens, security interests, mortgage, claims, charges, restrictions, options, title defects or encumbrances and (ii) such Holder has not assigned any interest in the Prior Note.

SECTION 7. Governing Law; Miscellaneous .

(a) This Amendment shall be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of law. Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered via facsimile or other means of electronic transmission.

(b) Each Holder hereby represents that it is the owner of the Prior Note issued to it and that such Prior Note has not been assigned, pledged or otherwise transferred. Each Holder agrees that this Amendment shall be affixed by each Holder to its Prior Note and become a part thereof.

(c) This Amendment contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, either written or oral, with respect to its subject matter. No provision of this Amendment may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Holder. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Amendment, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision. This Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

(d) Each Holder has been advised and had the opportunity to consult with an attorney or other advisor prior to executing this Amendment. The undersigned Holder understands, confirms and agrees that counsel to the Company and its counsel are not acting as counsel to the Holder and the undersigned Holder has not relied upon any legal advice except as provided by its own counsel.

(e) This Amendment is subject to the Company’s receipt of a comparable amendment agreement executed on behalf of VER 83, LLC with respect to amending the maturity date and interest rate of the promissory note held by it in the aggregate principal amount of $950,000.

Signature Page Follows.

WITNESS WHEREOF , the parties have caused this Amendment to be executed by their respective duly authorized representatives, as of the date first set forth above


AUTHENTIDATE HOLDING CORP.

By:		/s/ Ian C. Bonnet
Name:		Ian C. Bonnet
Title:		Chief Executive Officer

ACCEPTED AND AGREED:

HOLDER: LAZARUS INVESTMENT PARTNERS LLLP



By:		/s/ Justin Borus
Name:		Justin Borus
Title:		Manager

Principal Amount of Prior Note: $ 500,000.00

Exhibit 10.2

NOTE AMENDMENT AGREEMENT

This NOTE AMENDMENT AGREEMENT (this “ Amendment ”), dated as of July 2, 2015 (the “ Effective Date ”), is entered into by and among AUTHENTIDATE HOLDING CORP., a Delaware corporation (the “ Company ”) and VER 83, LLC the holder (the “ Holder ”) of the Prior Note (as such term is defined below).

WHEREAS, the Company has issued to the Holder a promissory note in the aggregate principal amount of $950,000 (the “ Prior Note ”) with a maturity date of July 2, 2015 (the “ Maturity Date ”);

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged the Company and the Holder agree as follows:

SECTION 1. Definitions . As used herein, terms that are defined herein shall have the meanings as so defined, and terms not so defined shall have the meanings as set forth in the Prior Note.

SECTION 2. Amendments to the Prior Note . The Prior Note shall be amended as follows:

SECTION 7. Governing Law; Miscellaneous .

(c) This Amendment contains the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior arrangements and understandings between the parties, either written or oral, with respect to its subject matter. This Amendment may not be amended or modified except in the manner for amendment of the Prior Note as set forth therein. The observance of any term of this Amendment may be waived (either generally or in a particular instance and either retroactively or prospectively) in the manner set forth in the Prior Note. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect the rights at a later time to enforce the same. No waivers of or exceptions to any term, condition, or provision of this Amendment, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition, or provision. This Amendment shall be binding upon and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

(e) This Amendment is subject to the Company’s receipt of a comparable amendment agreement executed on behalf of Lazarus Investment Partners LLLP with respect to amending the maturity date and interest rate of the promissory note held by it in the aggregate principal amount of $500,000.

Signature Page Follows.

WITNESS WHEREOF , the parties have caused this Amendment to be executed by their respective duly authorized representatives, as of the date first set forth above


AUTHENTIDATE HOLDING CORP.

By:		/s/ Ian C. Bonnet
Name:		Ian C. Bonnet
Title:		Chief Executive Officer

ACCEPTED AND AGREED:


HOLDER: VER 83, LLC

By:		/s/ Douglas B. Luce
Name:		Douglas B. Luce
Title:

Principal Amount of Prior Note: $ 950,000.00