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):
|
|
November
17, 2005
|
Speedemissions,
Inc.
(Exact
name of registrant as specified in its charter)
|
|
|
|
|
Florida
(State
or other
jurisdiction
of incorporation)
|
|
000-49688
(Commission
File
Number)
|
|
33-0961488
(I.R.S.
Employer
Identification
No.)
|
|
|
|
|
|
|
|
|
|
|
1134
Senoia Road, Suite B2
Tyrone,
Georgia 30290
(Address
of principal executive offices) (zip code)
|
|
|
|
|
|
|
|
|
|
|
(770)
306-7667
(Registrant’s
telephone number, including area code)
|
|
|
|
|
|
|
|
|
|
|
(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:
|
|
o |
Written communications pursuant
to Rule 425
under the Securities Act (17 CFR 230.425) |
|
|
o |
Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
|
|
o |
Pre-commencement communications
pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
o |
Pre-commencement communications
pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Settlement
Agreement
On
November 17, 2005, Speedemissions, Inc., a Florida corporation (referred
to as
“We” or “Speedemissions”) received a signed Settlement
Agreement and General Release (the
“Settlement Agreement”) by and between Speedemissions, Global Capital Funding
Group, LP, a Delaware limited partnership (“GCFG”), GCA Strategic Investment
Fund Limited (“GCA”), Barron Partners, LP, a Delaware limited
partnership (“Barron”)
(collectively, GCFG, GCA, Barron shall be referred to as the
“Investors”), to
resolve a dispute that arose between us and the Investors as to whether the
convertibility terms of our Series B Preferred Stock altered the convertibility
terms of our Series A Preferred Stock (the “Dispute”). Pursuant to the
Settlement Agreement, in full settlement of the Dispute, we agreed to do
the
following:
|
(1)
|
issue
GCFG 1,409 shares of Series A Preferred Stock (the “GCFG Stock”) with the
rights and preferences outlined in the Amended Certificate of Designation
of
our Series A Convertible Preferred Stock (the “Amended Certificate
of Designation”),
and a warrant to purchase 24,000,000 shares of our common stock
at an
exercise price of $0.12 per share (the “GCFG Warrant”), in exchange for
GCFG agreeing to convert all amounts due and owing under that certain
Speedemissions, Inc. Secured Promissory Note dated December 30,
2004, in
the principal amount of $1,285,000 and in the name of State Inspections
of
Texas, Inc. (the “GCFG Note”);
|
|
(2)
|
i)
issue GCA 1,224 shares of Series A Preferred Stock (the “GCA Stock”) with
the rights and preferences outlined in the Amended Certificate
of
Designation, ii) issue GCA a warrant to purchase 16,000,000
shares of
our common stock with an exercise price of $0.12 per share (the
“GCA
Warrant”); and iii) amend the terms of that certain warrant to purchase
2,500,000 shares of our common stock dated January 26, 2005, to
change the exercise price from $0.24 per share to $0.12 per share,
in
exchange for GCA agreeing to the amended rights and preferences
of the
Series A Preferred Stock as set forth in the Amended Certificate
of
Designation, and to convert all amounts due and owing under the
$350,000
principal amount promissory note dated January 26, 2005 (the “$350,000
Note”), the $300,000 principal amount promissory note dated August 2,
2001
(the “$300,000 Note”) and the $110,000 principal amount promissory note
dated August 7, 2004 (the “$110,000
Note”);
|
|
(3)
|
issue
Barron a warrant to purchase 40,000,000 shares of our common stock
with an
exercise price of $0.12 per share (the “Barron Warrant”), in exchange for
Barron agreeing to the issuance of the GCA Stock, the GCA Warrant,
the
GCFG Stock and the GCFG Warrant, and to the amended rights and
preferences
of the Series A Preferred Stock as set forth in the Amended Certificate
of
Designation;
|
|
(4)
|
Speedemissions,
GCFG, GCA, and Barron agreed to release each other of all claims,
agreements, contracts, covenants, representations, obligations,
losses,
liabilities, demands and causes of action which it may now or hereafter
have or claim to have against each other, as a result of the
Dispute.
|
Amendment
to Barron Purchase
Warrant “A” and Barron
Purchase
Warrant “B”
On
June
30, 2005, we entered into a Preferred Stock Purchase Agreement (the “Barron
Agreement”) with Barron pursuant to which Barron purchased $6,420,000 worth of
our Series B Convertible Preferred Stock, along with warrants to purchase
25,000,000 shares of our common stock at $0.24 per share, and warrants to
purchase 18,900,000 shares of our common stock at $0.48 per share. On August
4,
2005, we entered into an Amendment to Stock Purchase Agreement (the “Barron
Amendment”) which modified the Barron Agreement to, among other things, increase
the warrants to 26,214,953 shares at $0.24 per share (“Restated
Common Stock Purchase Warrant “A”) and
19,659,346 shares at $0.48 per share (“Restated
Common Stock Purchase Warrant “B”),
respectively.
On
November 17, 2005, in connection with the above-referenced Settlement Agreement,
we received a signed Amendment No. 1 to Restated Common Stock Purchase Warrant
“A”dated
effective as of October 14, 2005,
by and
between Speedemissions
and Barron
(“Barron Warrant “A” Amendment”), wherein we modified the Restated
Common Stock Purchase Warrant “A” by reducing the exercise
price from $0.24 per share to $0.12 per share.
On
November 17, 2005, in connection with the above-referenced Settlement Agreement,
we received a signed Amendment
No. 1 to Restated Common Stock Purchase Warrant “B” dated effective as of
October 14, 2005, by
and
between Speedemissions
and Barron (“Barron
Warrant “B” Amendment”),
wherein we modified
the Restated
Common Stock Purchase Warrant “B” by reducing the exercise
price from $0.48 per share to $0.12 per share.
Amendments
to GCA Common Stock Purchase Warrants
On
November 17, 2005, in connection with the above-referenced Settlement Agreement,
we received a signed Amendment
No. 1 to Common Stock Purchase Warrant dated effective as of October 14,
2005,
by
and
between Speedemissions
and GCA (“GCA
2.5
Million Warrant Amendment”),
wherein we reduced
the exercise price from $1.25 per share to $0.12
per
share.
On
November 17, 2005, in connection with the above-referenced settlement, we
received a signed Amendment
No. 1 to Common Stock Purchase Warrant dated effective as of October 14,
2005,
by
and
between Speedemissions
and GCA (“GCA
100K Warrant Amendment”),
wherein we reduced
the exercise price from $0.357 per share to $0.12
per
share.
GCFG
Exchange
Agreement and Registration Rights Agreement
On
November 17, 2005, in connection with the above-referenced Settlement Agreement,
we received a signed Exchange
Agreement with GCFG
dated effective as of October 14, 2005, by and between Speedemissions and
GCFG
(the
“GCFG Exchange
Agreement”), whereby
we will exchange the GCFG Stock and the GCFG Warrant for the GCFG
Note.
On
November 17, 2005, in connection with the above-referenced GCFG Exchange
Agreement, we received a signed Registration
Rights Agreement with GCFG
dated effective as of October 14, 2005, by and between Speedemissions and
GCFG,
whereby we agreed to register the resale of the number of shares of common
stock
which would be issuable to GCFG upon the conversion of the GCFG Stock and/or
exercise of the GCFG Warrant.
GCA
Exchange
Agreement and Registration Rights Agreement
On
November 17, 2005, in connection with the above-referenced Settlement Agreement,
we received a signed Exchange
Agreement with GCA dated effective as of October 14, 2005, by and between
Speedemissions and GCA
(the
“GCA Exchange
Agreement”), whereby
we will exchange the GCA Stock and the GCA Warrant for the following debt
and
rights held by GCA: (i) the $300,000 Note; (ii) the $110,000 Note; (iii)
the
$350,000 Note and (iv) $302,847.53 in cumulative dividends due and owing
under
the existing 2,500 shares of the Company’s Series A Convertible Preferred
Stock.
On
November 17, 2005, in connection with the above-referenced GCA Exchange
Agreement, we received a signed Registration
Rights Agreement with GCA dated effective as of October 14, 2005, by and
between
Speedemissions and GCA,
whereby we agreed to register the resale of the number of shares of common
stock
which would be issuable to GCA upon the conversion of the GCA Stock and/or
exercise of the GCA Warrant.
Item
3.02 Unregistered
Sales of Equity Securities.
On
November 17, 2005, 2005, in conjunction with the above-referenced Settlement
Agreement, we issued warrants to acquire 40,000,000 shares of our common
stock
at $0.12 per share, to Barron, as consideration under the Settlement Agreement,
in settlement of the Dispute. The issuance was exempt from registration pursuant
to Section 4(2) of the Securities Act of 1933, and the shareholder is
accredited.
On
November 17, 2005, 2005, in conjunction with the above-referenced Settlement
Agreement, we issued warrants to acquire 24,000,000 shares of our common
stock
at $0.12 per share, to GCFG, as consideration under the Settlement Agreement,
in
settlement of the Dispute. The issuance was exempt from registration pursuant
to
Section 4(2) of the Securities Act of 1933, and the shareholder is
accredited.
On
November 17, 2005, 2005, in conjunction with the above-referenced Settlement
Agreement, we issued warrants to acquire 16,000,000 shares of our common
stock
at $0.12 per share, to GCA, as consideration under the Settlement Agreement,
in
settlement of the Dispute. The issuance was exempt from registration pursuant
to
Section 4(2) of the Securities Act of 1933, and the shareholder is
accredited.
Item
5.03 Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 17, 2005, in conjunction with the above-referenced Settlement
Agreement, we
agreed to amend
our
Articles of Incorporation by modifying the
Certificate of Designation of our Series A Convertible Preferred Stock
to
increase the number of authorized shares of Series
A Convertible Preferred Stock from 3,500 shares to 6,000 shares.
EXHIBITS
|
|
|
4.1
|
|
First
Amendment to Certificate of Designation for Series A Convertible
Preferred
Stock
|
|
|
|
10.1
|
|
Settlement
Agreement and General Release dated effective as of October 14,
2005
|
|
|
|
10.2
|
|
Amendment
No. 1 to Restated Common Stock Purchase Warrant “A” issued to Barron
Partners
|
|
|
|
10.3
|
|
Amendment
No. 1 to Restated Common Stock Purchase Warrant “B” issued to Barron
Partners
|
|
|
|
10.4
|
|
Common
Stock Purchase Warrant issued to Barron Partners effective as of
October
14, 2005
|
|
|
|
10.5
|
|
Amendment
No. 1 to Common Stock Purchase Warrant issued to GCA Strategic
Investment
Fund Limited, effective as of October 14, 2005
|
|
|
|
10.6
|
|
Amendment
No. 1 to Common Stock Purchase Warrant issued to GCA Strategic
Investment
Fund Limited, effective as of October 14, 2005
|
|
|
|
10.7
|
|
Common
Stock Purchase Warrant issued to Global Capital Funding Group,
LP
effective as of October 14, 2005
|
|
|
|
10.8
|
|
Common
Stock Purchase Warrant issued to GCA Strategic Investment Fund
Limited
effective as of October 14, 2005
|
|
|
|
10.9
|
|
Exchange
Agreement with Global Capital Funding Group, LP dated effective
as of
October 14, 2005
|
|
|
|
10.10
|
|
Registration
Rights Agreement with Global Capital Funding Group, LP dated effective
as
of October 14, 2005
|
|
|
|
10.11
|
|
Exchange
Agreement with GCA Strategic Investment Fund Limited dated effective
as of
October 14, 2005
|
|
|
|
10.12
|
|
Registration
Rights Agreement with GCA Strategic Investment Fund Limited dated
effective as of October 14,
2005
|
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.
|
|
|
|
Speedemissions,
Inc.,
|
|
|
|
Dated:
November 21, 2005
|
By: |
/s/ Richard
A. Parlontieri |
|
By:
Richard
A. Parlontieri
|
|
Its: President
|