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): September 4, 2013
SELECTICA, INC.
(Exact name of Company as specified in Charter)
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Delaware
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000-29637
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77-0432030
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2121 South El Camino Real
San Mateo, California 94403
(Address of Principal Executive Offices)
(650) 532-1500
(Issuer Telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2 below).
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) |
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 4, 2013, Selectica, Inc. (the “Company”) entered into an Amendment (the “Amendment”) to the Series A Warrants by and among the Company and holders of the Company’s outstanding Series A Warrants constituting the holders of at least a majority of the Company’s outstanding Series A Warrants (the “Required Holders”). The Amendment amends and restates certain provisions of the Series A Warrants to Purchase Common Stock (the “Warrants”) to reduce the exercise price from $8.75 to $7.75 and to remove provisions of the Warrants which previously provided for (i) broad-based weighted-average anti-dilution adjustment in the event the Company issues securities, other than certain excepted issuances, at a price below the then current exercise price, subject to certain limitations and (ii) cash payment equal to the value of the Warrants as determined in accordance with the Black Scholes option pricing model in the event of certain fundamental transactions. The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment, filed as Exhibit 10.1 hereto. The Amendment was entered into for the purpose of addressing the accounting treatment of the Warrants in connection with the Company’s efforts to regain compliance with the minimum stockholders’ equity requirement for continued listing under Nasdaq Listing Rule 5550(b)(1) which was subject to the staff determination letter from The Nasdaq Stock Market received on August 21, 2013, as previously disclosed. The Company appealed the Staff's determination to the Nasdaq Hearing Panel, and the delisting of the Company's securities has been stayed pending the Hearing Panel written decision. The hearing has been scheduled for October 3, 2013.
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit No. |
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Description |
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10.1 |
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Amendment to the Series A Warrants dated as of September 4, 2013 by and among the Company and the Required Holders. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 4, 2013
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SELECTICA, INC. |
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| By: | /s/ Todd Spartz | ||
| Name: | Todd Spartz | ||
| Title: | Chief Financial Officer | ||
EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Amendment to the Series A Warrants dated as of September 4, 2013 by and among the Company and the Required Holders. |
Exhibit 10.1
AMENDMENT TO THE SERIES A WARRANTS
This Amendment to the Series A Warrants (this “ Amendment ”) is made and entered into as of September 4, 2013 (the “ Effective Date ”), by and among Selectica, Inc., a Delaware corporation (the “ Company ”), and the holders of the Company’s outstanding Series A Warrants set forth on the signature pages hereto, who constitute the holders of at least a majority of the Company’s outstanding Series A Warrants (the “ Required Holders ”).
RECITALS
WHEREAS , the Company entered into a Purchase Agreement, dated May 31, 2013 (the “ Purchase Agreement ”), pursuant to which the Company issued and sold to certain institutional funds and other accredited investors 577,105 shares of its common stock, 231,518 shares of its Series C Preferred Stock and 404,309 Series A Warrants to Purchase Common Stock (the “ Series A Warrants ”). Capitalized terms used herein shall have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
WHEREAS , the exercise price of the Series A Warrants is $8.75 per share (the “ Series A Warrant Exercise Price ”).
WHEREAS , the Company and the Required Holders desire to enter into this Amendment to amend and restate the Series A Warrants as set forth herein,
WHEREAS , Section 9 of each of the Series A Warrants provides that the Series A Warrants may be amended by written consent of the Required Holders.
AGREEMENT
NOW, THEREFORE , the Company and the Required Holders hereby agree as follows:
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1. |
Amendment of Series A Warrant . As of the Effective Date, each and all Series A Warrants are hereby amended as follows: |
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(a) |
Exercise Price. Section (1)(b) of each Series A Warrant is hereby amended in its entirety to read as follows: |
“ Exercise Price . For purposes of this Warrant, “ Exercise Price ” means $7.75, subject to adjustment as provided herein.”
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(b) |
Removal of Dilutive Issuance Adjustments. Section (2)(a) of each Series A Warrant is hereby amended in its entirety to read as follows: |
“[Intentionally Omitted.]”
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(c) |
Removal of Black Scholes Cash Settlement. Section (4)(c) of each Series A Warrant is hereby amended in its entirety to read as follows: |
“[Intentionally Omitted.]”
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(d) |
Removal of Definitions Not Used. Each of Sections (16)(a), (b), (j) and (m) of each Series A Warrant is hereby amended in its entirety to read as follows: |
“[Intentionally Omitted.]”
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2. |
No Further Amendment . Except as otherwise expressly modified hereby, the Series A Warrants shall remain in full force and effect. Promptly following the Effective Date, the Company shall, upon the surrender of an original Series A Warrants, issue to the registered holder thereof a replacement Series A Warrant, of like tenor and amount reflecting the amendments thereto made pursuant to this Amendment. |
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Stockholders Meeting . Immediately following the Effective Date, the Company shall take all action reasonably necessary to supplement its Proxy Statement so that the terms of the Series A Warrants, as amended by this Amendment, are submitted to the Company’s stockholders for approval at the Stockholders Meeting in accordance with Section 7.9 of the Purchase Agreement. |
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Registration Statement . Notwithstanding the provisions of the Registration Rights Agreement, the Company shall not request effectiveness of the Registration Statement until the earlier of (i) the Effective Date and (ii) September 15, 2013. No liquidated damages shall accrue under the Registration Rights Agreement as a result of any delay in the effectiveness of the Registration Statement required by compliance with the terms of this Section 4. |
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Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument. The exchange of a fully executed signature page to this Amendment (in counterparts or otherwise) by facsimile or by electronic delivery in PDF format shall be sufficient to bind the parties to the terms and conditions of this Amendment. |
[ Signature Pages Follow ]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Series A Warrants to be duly executed by their respective authorized signatories as of the date first indicated above.
Selectica, Inc.
By: __________________________________________
Name: Todd Spartz
Title: Chief Financial Officer
SERIES A REQUIRED HOLDER
By: __________________________________________
Name:
Title: