form8k_10407.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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 30,
2007
ENTERPRISE
INFORMATICS INC.
(Exact
name of registrant as specified in its charter)
California
|
|
0-15935
|
|
95-3634089
|
(State
or other jurisdiction
|
|
(Commission
file number)
|
|
(I.R.S.
Employer
|
of
incorporation)
|
|
|
|
Identification
Number)
|
10052
Mesa Ridge Court, Suite 100
|
|
92121
|
San
Diego, California
|
|
(Zip
Code)
|
(Address
of principal executive offices)
|
|
|
Registrant’s
telephone number, including area code: (858)
625-3000
|
(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))
Item
5.01 Changes in Control of Registrant.
(b)
On
September 30, 2007, Spescom Limited, a South African corporation, and its wholly
owned subsidiary Spescom Ltd., a United Kingdom corporation (collectively
“Spescom”) entered into an agreement (the “Agreement”) with ERP2 Holdings, LLC,
a Delaware limited liability company (the “Purchaser”), for the sale by Spescom
to the Purchaser, for aggregate consideration of $2,500,000, of all shares
of
the capital stock of the Registrant held by Spescom, two demand notes payable
to
Spescom, and certain contract rights and other interests held by Spescom in
connection with its ownership of such shares of capital stock and demand
notes.
The
shares of capital stock covered by the Agreement consist of 5,291 shares of
the
Registrant’s Series F Convertible Preferred Stock and 15,650,471 shares of the
Registrant’s common stock. By virtue of its ownership of such shares,
Spescom is entitled to 27,408,249, or 56%, of the total number of votes eligible
to be cast in the election of directors and therefore has the ability to elect
a
majority of the Registrant’s board of directors. Accordingly, if the
transactions contemplated by the Agreement are consummated, the Purchaser will
be entitled to at least 56% of such votes and have the ability to elect a
majority of the Registrant’s board of directors.
Each
of
the demand notes covered by the Agreement bears interest at the rate of 10%
per
annum and is collateralized by a security interest in respect of all of the
Registrant’s assets. As of September 30, 2007, the balance owed on
the notes including interest was $676,138.
The
Agreement provides that the closing of the transactions contemplated thereby
will occur on or before October 5, 2007, unless Spescom and the Purchaser agree
to a later closing date. The obligations of Spescom and the Purchaser
under the Agreement are subject to the satisfaction of certain
conditions.
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.
Dated:
October 4, 2007
|
ENTERPRISE
INFORMATICS INC.
|
|
|
|
|
|
By:
|
/s/
John W. Low
|
|
|
John
W. Low
|
|
|
Chief
Financial Officer
|
|
|
|
|