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EDGAR (8-K) Current report filing
http://ih.advfn.com/p.php?pid=nmona&cb=1219699592&article=27801844&symbol=NB%5EASFG
Aftersoft Group Announces That Gerald M. Czarnecki Has Joined its Board
http://ih.advfn.com/p.php?pid=nmona&cb=1219699592&article=27801056&symbol=NB%5EASFG
Securities Registration Statement (S-1/A)
http://ih.advfn.com/p.php?pid=nmona&cb=1219699592&article=27695604&symbol=NB%5EASFG
Securities Registration Statement (S-1/A)
http://ih.advfn.com/p.php?pid=nmona&cb=1219699592&article=27695604&symbol=NB%5EASFG
Aftersoft Group - Securities Registration Statement (S-1/A)
http://ih.advfn.com/p.php?pid=nmona&cb=1216239970&article=27328883&symbol=NB%5EASFG
Wallst.net's '3 minute Press Show' Features Executive Interviews and Highlights Recent Press for the Following: BCLN, EX
[video]
NEW YORK, May 15 /PRNewswire-FirstCall/ -- WallSt.net's 3-Minute Press Show is a daily video program hosted by WallSt.net reporter, Tracee Tolentino.
Shows air Monday through Friday on: http://tv.wallst.net/3-min-press/3-min-press.php.
WallSt.net's 3-Minute Press Show features in-depth interviews with public company executives on their company and most recent press releases. The show is designed to provide viewers with insight into a company's most recent press release, and its impact on the company's growth.
The following executives were interviewed on today's show:
-- John Finn, Vice President and Chief Financial Officer for Bio-Clean International, Inc.
(Pink Sheets: BCLN) (http://www.bio-cleanintl.com/)
-- Elorian Landers, Vice President of Corporate Development for Exousia Advanced Materials, Inc.
(OTC:EXOU) (BULLETIN BOARD: EXOU) (http://www.exousiacorp.com/)
-- Jerry Johnson, CEO of Aftersoft Network, N.A., a wholly owned subsidiary of Aftersoft Group, Inc.
(OTC:ASFG) (BULLETIN BOARD: ASFG) http://www.aftersoftna.com/
http://ih.advfn.com/p.php?pid=nmona&cb=1212031153&article=26331402&symbol=PINK%5EASFG
Aftersoft Group - Revised Proxy Soliciting Materials (definitive) (DEFR14A)
June 12, 2008 Stock holders meeting.
http://ih.advfn.com/p.php?pid=nmona&cb=1211310242&article=26413408&symbol=NB%5EASFG
Aftersoft Group - Quarterly Report (10-Q)
http://ih.advfn.com/p.php?pid=nmona&cb=1211309206&article=26352949&symbol=NB%5EASFG
Aftersoft Group - Proxy Statement (definitive) (DEF 14A)
http://ih.advfn.com/p.php?pid=nmona&cb=1210885066&article=26344689&symbol=NB%5EASFG
FORM 10-QSB For the quarterly period ended December 31, 2007
http://pinksheets.com/edgar/GetFilingHtml?FilingID=5742738
FORM 12b-25 NOTIFICATION OF LATE FILING
http://pinksheets.com/edgar/GetFilingHtml?FilingID=5737774
FORM 10-QSB/A For the quarterly period ended December 31, 2006
http://pinksheets.com/edgar/GetFilingHtml?FilingID=5715893
Pink Sheets Electronic OTC Markets Announces Record Trading Volume in 2007.
http://www.reuters.com/article/pressRelease/idUS169766+17-Jan-2008+MW20080117
American small businesses gain better access to equity
By Brent Bowers
Wednesday, January 30, 2008
The main U.S. securities regulator is about to make it easier for small and medium-size publicly traded companies to raise money. The changes, experts say, are well timed, given the tightening of the credit markets.
The regulator, the Securities and Exchange Commission, is revising its Rule 144, which governs the sale of restricted securities, for companies with annual revenue of less than $700 million. The changes take effect Feb. 15.
Restricted securities are shares or bonds sold in private placements, usually at a discount of 10 percent from the market price; the securities cannot be registered immediately with the SEC. Under current rules, investors must wait one year before selling them, and then only in stages of a specified number per quarter for the year after that.
Under the changes, which were approved by the commission on Nov. 15 and are retroactive, the investors must wait only six months to sell the securities and can part with them all at once.
"The changes will likely make private placements by smaller publicly traded companies much more attractive to investors," said David Danovitch, a partner at the Manhattan law firm of Gersten Savage who specializes in securities laws. "When the credit markets tighten, people run to the equity markets, and now it should be easier for companies that are starved for cash to tap into them."
Two years ago, Danovitch said, the SEC relaxed the rules governing registration statements filed by publicly traded companies with a market capitalization of $700 million or more to give them better access to the capital markets. Now, he said, it is extending the benefits to smaller companies.
Investors will also gain a greater degree of liquidity and thus a better chance of making a good profit.
"Smaller businesses are a critical part of our nation's economy," the SEC chairman, Christopher Cox, said in November in announcing the unanimous vote to make the amendments. He added that the new rules would "make it more efficient for companies of all sizes to access the private markets."
One entrepreneur who is delighted with the changes is Ian Warwick, chief executive of the Aftersoft Group, a $28 million maker of software for car repair shops, car parts distributors and other car-related businesses.
Aftersoft originated in Britain, entered the U.S. market in the early 1990s and is now seeking to expand. It is No. 1 in Britain, with 68 percent of the automotive software aftermarket, as it is called, and is hoping to achieve the same status in the United States within two years. It now holds a 12 percent share.
Warwick said his company's software could be used in other industries.
"We could expand to the lumber industry, the plumbing industry - the possibilities are endless," he said. "We have a very aggressive growth plan."
To achieve his ambitions, though, Warwick, 48, needs to raise money.
"We spent the better part of last year raising funds," he said. "It would have been a much quicker and more efficient process if the new rules had been in effect."
He said he expected to go back into the market late next year. Before doing a private placement, he says, he wants to get Aftersoft's stock price up to $2, from about 30 cents a share today. If he succeeds in increasing the stock price, he will seek to raise equity to do a spate of acquisitions, perhaps shooting for as much as $100 million if he decides to make a takeover bid for his major competitor, Activant Solutions.
The global effect of the looser SEC standards is anybody's guess at this early stage.
Brian Overstreet, president of Sagient Research Systems in San Diego, said its PlacementTracker service found that the number of deals in the United States involving private investment in public equity stabilized last year at 1,378, compared with 1,343 in 2006. The funds raised, however, surged to $81.5 billion from $28.3 billion.
He attributed about $40 billion of the increase to a frenzy of transactions by big investment banks in the last four months of 2007, aimed at resolving their subprime woes. Even taking that factor out the equation, though, he said, an increase to $41 billion from $28 billion was significant.
He cautioned, however, that most of those deals were made under different and more investor-friendly terms than those of Rule 144, and thus were not a barometer of future Rule 144 activity. Still, he said, the changes approved by the commission were bound to prompt more small companies to turn to the rule.
People are just starting to price deals under the new regulations, according to Danovitch of Gersten Savage. And while the change will make it easier for small-capitalization companies to gain access to the capital markets, and to do so on more favorable terms, it is not clear how much more money will flow to them.
"I'd say the companies that will benefit the most from the changes are those with a market cap of less than $100 million," Danovitch said.
http://www.iht.com/articles/2008/01/30/business/sec.php
Maybe finally getting current on the filings.
10QSB/A Jan 23, 2008 Sep 30, 2006 1,001.7 KB PDF RTF HTML XLS
8-K Dec 31, 2007 Dec 31, 2007 1.5 MB PDF RTF HTML XLS
8-K Dec 3, 2007 Nov 30, 2007 38.6 KB PDF RTF HTML
10QSB/A Nov 21, 2007 Sep 30, 2007 777.2 KB PDF RTF HTML XLS
10QSB Nov 19, 2007 Sep 30, 2007 599.1 KB PDF RTF HTML XLS
8-K Nov 16, 2007 Nov 12, 2007 2 MB PDF RTF HTML
NT 10-Q Nov 15, 2007 Sep 30, 2007 29.1 KB PDF RTF HTML
8-K Nov 5, 2007 Oct 30, 2007 21.3 KB PDF RTF HTML
8-K Oct 18, 2007 Oct 12, 2007 22.4 KB PDF RTF HTML
10KSB/A Oct 15, 2007 Jun 30, 2007 1.8 MB PDF RTF HTML XLS
Aftersoft Network Launches New VAST Enterprise Wholesale Module, Creating Integrated VAST Solution for the Tire Aftermarket
Monday January 28, 9:00 am ET
Windows-based Product Combines Aftersoft's Industry-Leading Tire Management and VAST POS Systems
DANA POINT, Calif., Jan. 28, 2008 (PRIME NEWSWIRE) -- Aftersoft Network N.A., Inc., a leading provider of business automation and eCommerce solutions for the automotive aftermarket, today announced that it has launched VAST Enterprise Wholesale, a new module that provides tire wholesalers and companies with both wholesale and retail tire businesses with the industry's most advanced, fully integrated technology solution.
With VAST Enterprise Wholesale, users can combine the rich wholesale functionality of Aftersoft's tire management system (formerly known as Tradera) and its industry-leading point-of-sale (POS) system into a single integrated solution, allowing them to process and review orders more efficiently, employ best practices in inventory and shipping management, and manage searchable customer histories and comprehensive pricing modules. Additionally, VAST Enterprise Wholesale can link seamlessly with Web-based eCommerce ordering systems such as Aftersoft's OpenWebs B2B and B2C solutions, which provide access to real-time data -- a factor that distinguishes Aftersoft's products from its competitors.
As the automotive aftermarket continues to evolve, traditional tire dealers are increasingly expanding into the automotive service business. This evolution exacerbates the inadequacies of outdated in-house business management software that have often made it technologically difficult for tire dealers to increase the scope of their businesses because they were forced to run multiple different systems -- for tires and service -- that did not interface. ``Aftersoft's VAST Enterprise module is resolving these technological challenges by seamlessly connecting tire management and auto service POS systems,'' said Jim French, managing director of Aftersoft Network. ``As a result, we are helping our customers improve their efficiency and financial performance.''
Currently, over 2,200 locations are using VAST Enterprise -- Aftersoft's suite of VAST service and tire products -- and Indiana-based Midwest Tire is among the first to deploy VAST Enterprise Wholesale.
Bill Jarvis, CEO of Midwest Tire, said, ``VAST Enterprise Wholesale is an ideal solution for multi-location tire dealers that are either wholesale, retail or any mix of both. It offers dependable and proven software architecture with user-friendly navigation and advanced security. VAST's task management tools allow multiple orders to be open at one time, which enhances productivity and is more consistent with our work flow. The software also provides detailed reporting capabilities for sales, profits and several other metrics. We found the setup and implementation to be very easy and seamless, and customer support from Aftersoft has been top-notch throughout the deployment.''
The Windows-based application, which is unique in the industry, also features integrated tools that offer timely and convenient inventory restocking options and detailed shipment tracking. ``VAST Enterprise Wholesale not only simplifies business operations, it improves efficiency and profitability for tire wholesalers and tire wholesalers with retail businesses,'' said Mr. French. ``Our VAST Enterprise solutions now combine the 'best of breed' in tire management and POS technologies and provide the most integrated and functionally rich inventory management system in the tire industry today.''
About Aftersoft Network
Aftersoft Network N.A. is a leading provider of business automation and eCommerce solutions that are helping its customers create ``virtual supply chains'' linking every level of the automotive aftermarket, including both parts and tires through its numerous building block technologies. With products ranging from point-of-sale and inventory control to accounting solutions, the company enables customers to build seamless digital management systems, with real-time communications driving increased sales, productivity and customer satisfaction. The company serves over 450 customers with more than 3,000 locations across the North America, including auto parts distributors and retailers, auto service providers and tire dealers, and warehouse distributors. Based in Dana Point, California, Aftersoft Network N.A. is a subsidiary of Aftersoft Group, Inc. For more information, visit http://www.aftersoftna.com.
About Aftersoft Group Inc.
Aftersoft Group, Inc. (OTC BB:ASFG.OB - News) is a supplier of ERP supply chain management solutions to automotive parts manufacturers, distributors and retailers. Aftersoft Group provides the automotive aftermarket with a combination of business management systems, information products, and online services that together deliver benefits for all parties involved in the timely repair of a vehicle. For further information, please visit http://www.aftersoftgroup.com.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the company's business including, increased competition; the ability of the company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence; general economic conditions; and other risks detailed time to time in filings with the Securities and Exchange Commission (SEC).
Contact:
RF Binder Partners
Media Contact:
Marie Gehret
212-994-7554
marie.gehret@rfbinder.com
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Source: Aftersoft Group, Inc.
Form 10QSB/A for AFTERSOFT GROUP
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23-Jan-2008
Quarterly Report
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Some of the statements contained in this Amendment No. 2 to the Quarterly Report on Form 10-QSB, which are not purely historical, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding the Company's objectives, expectations, hopes, beliefs, intentions or strategies regarding the future. In some cases, you can identify forward-looking statements by the use of the words "may," "will," "should," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of those terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, our actual results could differ materially from those disclosed in these statements due to various risk factors and uncertainties affecting our business. We caution you not to place undue reliance on these forward-looking statements. We do not assume responsibility for the accuracy and completeness of the forward-looking statements and we do not intend to update any of the forward-looking statements after the date of this report to conform them to actual results. You should read the following discussion in conjunction with our financial statements and related notes included elsewhere in this report. For a more complete understanding of our industry, the drivers of our business and our current period results, you should read the following Management's Discussion and Analysis or Plan of Operation in conjunction with our Annual Report on Form 10-KSB for the year ended June 30, 2006 and our other filings with the SEC.
Overview
Aftersoft Group, Inc. develops and markets business and supply chain management software solutions to small and medium-size firms in the automotive aftermarket in the U.S and UK. The Company aims to meet the business needs of customers who are involved in the maintenance and repair of automobiles and light trucks in three key segments of the automotive aftermarket, namely parts, tires and auto service. Our customers include parts manufacturers, retailers, tire and service chains, independent installers and wholesale distributors. We are a large supplier to the U.S. market, which represents a $68 billion market opportunity with approximately 20,000 potential clients. We are the market leader in the UK market, which is an estimated $27 billion market opportunity with approximately 30 million vehicles in circulation.
The Company operates through its subsidiaries: MAM Software Ltd ("MAM Software") and EXP Dealer Software Limited ("EXP Dealer Software") in the UK and Aftersoft Network N.A., Inc. ("ASNA") in the U.S. Our companies offer products and services to meet the needs of businesses that manage large and diverse inventories amid complex supply chains and distribution environments, all of which require specialized and sophisticated software services to operate efficiently.
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MAM Software is the largest provider of software to the automotive aftermarket in the UK. MAM Software specializes in fully integrated business management solutions for the motor factoring (jobber), retailing, and wholesale distribution sectors. MAM also develops applications for vehicle repair management and provides solutions to the retail and wholesale tire industry.
AFS develops open business automation and distribution channel eCommerce systems for the automotive aftermarket supply chain in the U.S. and Canada. More than 3,000 leading aftermarket outlets in the U.S. use these systems, including tier one manufacturers, program groups, warehouse distributors, tire and service chains and independent installers. AFS is comprised of three subsidiaries: AFS Warehouse Distribution Management, Inc., AFS Autoservice, Inc. and AFS Tire Management, Inc. AFS Tire Management, Inc. was formerly known as CarParts Technologies, Inc.
EXP Dealer Software sells proprietary software and professional services to the dealership sector of the automotive market in the UK. EXP Dealer Software is comprised of two subsidiaries : MMI Automotive Limited, ("MMI Automotive"), which is based in Swindon, UK, provides software products and services to dealerships to help increase business efficiency and profitability within these low margin businesses. It presently serves clients such as Ford UK, Honda, Mitsubishi UK and Vauxhall (General Motors). Chester, UK-based Anka Design Limited ("Anka Design") is a 'below the line' advertising and design business serving the automotive and technology sectors.
Critical Accounting Policies
There were no changes since those policies disclosed in our June 30, 2006 10-KSB Filing.
Restatement
The consolidated financial statements have been restated (see Note 5) to:
1) Amend the Company's consolidated financial statements to restate retroactively to July 1, 2005, the assets, liabilities and operations of EXP Dealer Software Limited ("EXP") which was acquired from Auto Data Network, Inc., ("ADNW") on August 25, 2006, as if EXP was a part of the Company for all periods presented. The accounts are being restated to July 1, 2005 as EXP and ADNW were companies under common control;
2) The correct the accounting for foreign currency translations; and
3) To correct the EXP accounts for the adjustments discovered during EXP's 8-K audit filed in February 2007.
Results of Operations
This quarter's revenue of $6,414,000 compared with $5,705,000 for the quarter ended September 30, 2005, was in line with the Company expectations, with strong sales and revenues from the UK-based businesses and the U.S. businesses showing flat sales, but with revenue from maintenance and support services remaining steady. We expect that sales and revenue will continue to increase in both UK operations (MAM Software and EXP Dealer Software) over the coming quarter. The increase may be limited, however, due to budget constraints common for customers at the end of the year. We expect sales and revenues from the U.S. businesses to increase during the coming period as we continue to roll out our AutoPart product to existing and new clients and increased marketing presence raises awareness of AFS and its associated products and services. Our present funding from ongoing sales and revenue will continue to sustain the Company through the coming year in line with projections while allowing us to expand into the U.S. marketplace.
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Total Cost of Revenues. Total cost of revenues for the three months ended September 30, 2006, increased to $2,722,000 from $2,587,000 for the three months ended September 30, 2005. This was consistent with the increase in revenues during the period.
For the reasons noted above, total gross profit increased by $574,000, or 22% for the three months ended September 30, 2006 as compared with the three months ended September 30, 2005.
Operating Expenses. The following table sets forth, for the periods indicated, the Company's operating expenses and the variance thereof.
For the Three Months Ended
September 30,
Variance Variance
2006 2005 $ %
Research and development $ 869,000 $ 899,000 $ (30,000 ) (3.34 %)
Sales and marketing 576,000 561,000 15,000 2.67 %
General and administrative 1,175,000 1,532,000 (357,000 ) (23.30 %)
Depreciation and amortization 494,000 438,000 56,000 12.79 %
Total Operating Expenses $ 3,114,000 $ 3,430,000 $ (316,000 ) (9.21 %)
Operating Expenses decreased by $316,000 for the three months ended September 30, 2006 compared with the three months ended September 30, 2005. This is due to the following:
· A slight decrease in Research and Development Expenses during the period due to economies on payroll expenses;
· Higher Sales and Marketing Expenses, which was due to increased activities in the USA;
· General and Administration Expenses, which decreased by $357,000 primarily due to reductions in payroll related expenses; and
· Depreciation and Amortization Expenses, which increased by $56,000 due to amortization of additional capitalized software development costs incurred.
Interest Expense. Interest expense decreased by $11,000, or 29.7%, compared to the three months ended September 30, 2005. This decrease was a result of the reduction of long-term debt between fiscal year 2005 and fiscal year 2006.
The Company realized $487,000 of miscellaneous income in the quarter ended September 30, 2006 due to the release of a long-term liability relating to discontinued operations which are no longer required.
Net Income. As a result of the above, the Company realized net income amounting to $821,000 for the three months ended September 30, 2006, compared with a net loss of ($474,000) for the three months ended September 30, 2005.
Liquidity and Capital Resources
To date, most of our profits have been generated in Europe, but with the introduction of new products and efforts to streamline U.S. operations, we expect to see an increase in overall revenues with a contribution from U.S. operations in fiscal 2007, which has already occurred in the quarter ended September 30, 2006. If internal revenues prove not to be sufficient to support our growth plans, we may consider raising additional funds through debt or equity financing. There can be no assurance that such funding will be available on acceptable terms, in timely fashion or even available at all. Should new funds be delayed, we plan to reduce the burden on our current funding to a sustainable level and to tailor our development programs accordingly.
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Summary
We have identified a number of opportunities to widen our client base within the automotive industry and beyond to other vertical markets that struggle to manage similarly complex businesses. We are integrating our newly acquired auto dealership management unit, EXP Dealer Software. We plan to expand into the UK's lumber and hardware market, which have an unmet need for solutions to manage their relationships and inventory with greater efficiency. We have entered the wholesale distributor marketplace, which we believe will be well served by our inventory and tracking products and services. We plan to explore potential acquisitions to increase our customer base in that area.
We believe we can maximize customer retention by continuing to develop products that streamline and simplify their operations, thereby increasing their profit margin. By supporting our customer's recurring revenues, we expect to continue to build our own revenue stream. While we believe our revenue will support the current business going forward, our plans for growth in the next 12 months will require additional capital to hire sales staff to target new markets effectively and to support expanding operations overall as well as make acquisitions possible.
We believe our plan will strengthen our relationships with our existing customers and provide new income streams by targeting new markets and introducing new products. Taken together, we anticipate these plans will return value to our shareholders.
Subsequent Events
On November 12, 2007, the Company divested all of the shares in its subsidiary, EXP Dealer Software. Pursuant to the terms of the Share Sale Agreement, EU Web Services Limited agreed to acquire, and the Company agreed to sell, the entire issued share capital of EXP Dealer Software then owned by the Company. As a result of the divestiture, the Company disposed of the Automotive Dealer Management Software and On-Line Service Segments. (See Notes 7 and 8 to the financial statements included in this report.)
Form 8-K for AFTERSOFT GROUP
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31-Dec-2007
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obliga
Item 1.01. Entry into a Material Definitive Agreement.
Revolving Credit and Term Loan Agreement
On December 21, 2007, Aftersoft Group, Inc. ("we," "our," "us," or the "Company") entered into a Revolving Credit and Term Loan Agreement (the "Loan Agreement") with ComVest Capital LLC ("ComVest"), as lender, pursuant to which ComVest agreed to extend to us a secured revolving Credit Facility and a Term Loan. The Loan Agreement and other agreements entered into on December 21, 2007 are summarized below. Prior to the entry into these agreements, there was no material relationship between the Company and ComVest, other than with respect to the material agreements described herein.
Credit Facility and Revolving Credit Note. Pursuant to the terms of the Loan Agreement, the Credit Facility is available to us from December 21, 2007 (the "Closing Date"), through November 30, 2009, unless the maturity date is extended, or we prepay the Term Loan (described below) in full, in each case in accordance with the terms of the Loan Agreement. The Credit Facility provides for borrowing capacity of an amount up to (at any time outstanding) the lesser of the Borrowing Base at the time of each advance under the Credit Facility, or $1,000,000. The borrowing base at any time will be an amount determined in accordance with a borrowing base report we are required to provide to the lender, based upon our Eligible Accounts and Eligible Inventory, as such terms are defined in the Loan Agreement. The Loan Agreement contains customary affirmative and negative covenants, including maximum limits for capital expenditures per fiscal year, and ratios for liquidity.
In connection with the Credit Facility, we issued a Revolving Credit Note (the "Credit Note") payable to ComVest in the principal amount of $1,000,000, bearing interest at a rate per annum equal to the greater of (a) the prime rate, as announced by Citibank, N.A. from time to time, plus two percent
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(2%), or (b) nine and one-half percent (9.5%). The applicable interest rate will be increased by four hundred (400) basis points during the continuance of any event of default under the Loan Agreement. Interest will be computed on the daily unpaid principal balance and is payable monthly in arrears on the first day of each calendar month commencing January 1, 2008. Interest is also payable upon maturity or acceleration of the Credit Note.
We have the right to prepay all or a portion of the principal balance on the Credit Note at any time, upon written notice, with no penalty. The Credit Note is secured pursuant to the provisions of certain Security Documents, which are further described below.
We may, at our option, and provided that the maturity date of the Credit Facility has not been accelerated due to our prepayment in full of the Term Loan, elect to extend the Credit Facility for one additional year, through November 30, 2010, upon written notice to ComVest, provided that no default or event of default have occurred and are continuing at that time. We also have the option to terminate the Credit Facility at any time upon five business days' prior written notice, and upon payment to ComVest of all outstanding principal and accrued interest of the advances on the Credit Facility, and prorated accrued commitment fees. The Credit Facility commitment also terminates, and all obligations become immediately due and payable, upon the consummation of a Sale, which is defined in the Loan Agreement as certain changes of control or sale or transfers of a material portion of our assets.
Term Loan and Convertible Term Note. Pursuant to the terms of the Loan Agreement, ComVest extended to us a Term Loan in the principal amount of $5,000,000, on the Closing Date. The Term Loan is a one-time loan, and unlike the Credit Facility, the principal amount is not available for re-borrowing.
The Term Loan is evidenced by a Convertible Term Note (the "Term Note") issued by the Company on the Closing Date, and payable to ComVest in the principal amount of $5,000,000. The Term Note bears interest at a rate of eleven percent (11%) per annum, except that during the continuance of any event of default, the interest rate will be increased to sixteen percent (16%).
The Term Note is repayable in 23 equal monthly installments of $208,333.33 each, payable on first day of each calendar month commencing January 1, 2009, through November 1, 2010, with the balance due on November 30, 2010.
We have the option to prepay the principal balance of the Term Note in whole or in part, at any time, upon 15 days' prior written notice. We will be required to prepay the Term Loan in whole or part under certain circumstances. In the event that we prepay all or a portion of the Term Loan, we will ordinarily pay a prepayment premium in an amount equal to (i) three percent (3%) of the principal amount being prepaid if such prepayment is made or is required to be made on or prior to the second anniversary of the Closing Date, and (ii) one percent (1%) of the principal amount being prepaid if such prepayment is made or is required to be made subsequent to the second anniversary of the Closing Date.
The principal and interest payable on the Term Note is convertible into shares of our common stock, $.0001 par value per share (our "Common Stock") at the option of ComVest, at an initial conversion price of $1.50 per share. In addition, we may require conversion of the principal and interest under certain circumstances. . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
On December 21, 2007, the Company issued a Term Note and Warrants to ComVest. The holder of the Term Note may, upon the terms and subject to the conditions set forth in the Term Note, convert the Term Notes into shares of our Common Stock. The holder of the Warrants may, upon payment of the exercise price and upon the terms and subject to the conditions set forth in the Warrants, purchase shares of our Common Stock. A more detailed description of the Term Note and Warrants pursuant to which these securities were issued is included in Item 1.01 of this Current Report and is incorporated by reference into this Item 3.02.
The offering of the Credit Note, the Term Note and the Warrants was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon the exemptions from the registration requirements of the Securities Act set forth in Section 4(2) thereof and/or Rule 506 of Regulation D promulgated thereunder. In this regard, the Company relied on the representations of ComVest contained in the Warrants.
Item 8.01. Other Events.
On December 31, 2007, the Company issued a press release announcing that it had closed under the Loan Agreement described above in this Current Report. A copy of the press release is attached as Exhibit 99.1.
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Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
10.1 Revolving Credit and Term Loan Agreement dated as of December 21,
2007, by and between ComVest Capital LLC, as Lender, and Aftersoft
Group, Inc., as Borrower.
10.2 Revolving Credit Note dated December 21, 2007 in the principal
amount of $1,000,000.
10.3 Convertible Term Note dated December 21, 2007 in the principal
amount of $5,000,000.
10.4 Collateral Agreement dated as of December 21, 2007 by and among
Aftersoft Group, Inc., Aftersoft Network, N.A. Inc., MAM Software
Ltd., Aftersoft Group (UK) Ltd., AFS Warehouse Distribution
Management, Inc., AFS Tire Management, Inc. and AFS Autoservice
Inc., and ComVest Capital LLC.
10.5 Guaranty Agreement dated December 21, 2007 by Aftersoft Network,
N.A. Inc., MAM Software Ltd., Aftersoft Group (UK) Ltd., AFS
Warehouse Distribution Management, Inc., AFS Tire Management, Inc.
and AFS Autoservice Inc., in favor of ComVest Capital LLC.
10.6 Form of Validity Guaranty.
10.7 Warrant to Purchase 1,000,000 Shares of Common Stock.
10.8 Warrant to Purchase 2,000,000 Shares of Common Stock.
10.9 Warrant to Purchase 2,083,333 Shares of Common Stock.
10.10 Registration Rights Agreement dated as of December 21, 2007 by
Aftersoft Group, Inc. for the benefit of the holders.
99.1 Press Release
Aftersoft Group Completes Revolving Credit and Term Loan Agreement
Monday December 31, 11:16 am ET
NEW YORK and LONDON, Dec. 31, 2007 (PRIME NEWSWIRE) -- Aftersoft Group Inc. (OTC BB:ASFG.OB - News), a leading supplier of software and services to the automotive aftermarket in the U.S., U.K. and Canada, today announced that it has successfully completed a Revolving Credit and Term Loan Agreement with ComVest Capital LLC, raising $6,000,000 in new funds for working capital and other general corporate purposes.
Under the agreement's Credit Facility, the lesser of $1,000,000 or an amount based on eligible accounts and inventory will be available to Aftersoft through at least November 30, 2009. In connection with the Credit Facility, the Company has issued to ComVest a Revolving Credit Note of $1,000,000, bearing interest at the greater of 9.5 percent or the prime rate plus 2 percent.
Under the Term Loan Agreement, the Company has issued to ComVest a $5,000,000 Convertible Term Note with a final maturity of November 30, 2010. The Term Note bears interest at 11 percent and is initially convertible into shares of Aftersoft Group common stock at $1.50 per share. In connection with the Loan Agreement, Aftersoft also has issued warrants to ComVest to purchase a total of 4,083,333 shares of Aftersoft common stock, at exercise prices ranging from $0.3125 to $0.39 per share, through December 31, 2013. Further details about the financing are available in the Form 8-K Report filed today with the Securities and Exchange Commission.
Ian Warwick, Chairman and CEO of Aftersoft Group, said, ``We have successfully completed a complex financing agreement in a difficult market environment, which reflects the value, stability and growth potential of Aftersoft's diverse businesses in the automotive aftermarket. Our management team can now turn its full attention to building those businesses, with the ultimate goal of duplicating in the U.S. and other markets the growth and success we have achieved in the U.K. In addition, we can now accelerate our efforts to complete the spin-off of Aftersoft from Auto Data Network.''
About Aftersoft Group Inc.
Aftersoft Group, Inc. (OTC BB:ASFG.OB - News) is a supplier of ERP supply chain management solutions to automotive parts manufacturers, distributors and retailers. Aftersoft Group provides the automotive aftermarket with a combination of business management systems, information products, and online services that together deliver benefits for all parties involved in the timely repair of a vehicle. For further information, please visit http://www.aftersoftgroup.com.
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the company's business including, increased competition; the ability of the company to expand its operations through either acquisitions or internal growth, to attract and retain qualified professionals, and to expand commercial relationships; technological obsolescence; general economic conditions; and other risks detailed time to time in filings with the Securities and Exchange Commission (SEC).
Contact:
RF Binder Partners
Marie Gehret
T: 212-994-7554
C: 215-301-3869
marie.gehret@rfbinder.com
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Source: Aftersoft Group, Inc.
ASFG SPINOFF UPDATE 8-K 08/31/06
Item 8.01 Other Events
With regard to the Company's previously disclosed spinoff of its shares of common stock of Aftersoft Group, Inc., the Company notes that the OTC Bulletin Board website of The Nasdaq Stock Market, Inc. reported on August 29, 2006 that the record date is August 25, 2006, that approximately one share of Aftersoft Group, Inc. would be issued for every share of the Company held, that the spin-off was subject to applicable corporate and regulatory requirements and that the Ex Date (X/D) and Payment Date (P/D) were pending SEC effectiveness of a registration statement covering such shares.
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.
August 31, 2006
Auto Data Network, Inc.
By: /s/ Ian Warwick
Chief Executive Officer and President
ASFG / ADNW : UPDATE ON SPIN-OFF
Auto Data Network Announces Information Update On Spin-Off
NEW YORK and LONDON, Aug. 29, 2006 (PRIMEZONE) -- Auto Data Network, Inc. (Pink Sheets:ADNW) today announces an update on Spin-Off previously announced on 4th August, 2006.
As previously announced, on August 4th, 2006, Auto Data Network, Inc. declared a Spin-Off of all of the shares of common stock of Aftersoft Group, Inc. owned by Auto Data Network, Inc. (the "Shares"). The Spin-Off will include the shares of common stock of Aftersoft Group, Inc. which Auto Data Network, Inc. received in exchange for the shares of EXP Dealer Software Ltd. which was acquired by Aftersoft Group, Inc. This Spin-Off is subject to requisite receipt of all applicable approvals which management anticipates obtaining during September 2006.
It is anticipated that the rate at which the shares of Aftersoft shall be Spun-Off to each applicable shareholder of record of Auto Data Network, Inc. on August 25, 2006 will be one share of Aftersoft Group Inc. for every share of common stock of Auto Data Network, Inc. outstanding on a fully converted basis.
The Spin-Off is subject to receipt of all necessary approvals for the distribution. These approvals include both the approval of the holders Auto Data Network, Inc.'s Series A-1, A-2, B, B-2, D-1 and D-2 preferred stock, in each case as a separate class, and availability of an applicable exemption from registration for the Spin-Off or effectiveness of a registration statement covering the Spin-Off. Auto Data Network, Inc. anticipates payment of the Spin-Off shares to its shareholders promptly upon receipt of those necessary approvals.
About Auto Data Network, Inc.
Auto Data Network is a group of established companies that provide software products and services to the automotive industry. The company's main customer base is the auto dealership marketplace. This marketplace consists of approximately 78,000 dealers in North America and 92,000 dealers in Europe. The company estimates that this represents a $15 billion market for software and services specifically for auto dealerships.
About Aftersoft Group, Inc.
Aftersoft is a leading supplier of business management solutions serving small and medium-size businesses. Aftersoft Group, Inc. has operations in Sheffield (United Kingdom), Allentown (Pennsylvania), and San Juan Capistrano (California). Aftersoft is currently focused on serving the Auto Parts aftermarket, which is a $68 billion market opportunity in the U.S. alone, with approximately 20,000 potential clients. Aftersoft has recently developed its products so as to be able to serve the wholesale market, a $263 billion U.S. market opportunity with 31,000 potential clients, and the hardlines and lumber market, a $95 billion market opportunity with 29,000 potential clients.
Our customers have complex supply chains that need specialized software services to operate efficiently. Our customers operate in complex distribution environments and manage market and sell large quantities of diverse types of products. Businesses with complex supply chains need more sophisticated systems in tune with their vertical marketplace to operate efficiently.
CONTACT: Auto Data Network, Inc.
Ian Warwick
(212) 897-6848
info@autodatanetwork.com
Source: PrimeZone (August 29, 2006 - 10:47 AM EST)
News by QuoteMedia
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You can read my thoughts on today's action posted on the RB board. I sold the rest of my position today and I am not planning on buying back. The company had its record date for the spin off of Aftersoft shares, as stated on 8/25/06.
The deal is done, the registered owners on that date will receive there scheduled shares of ASFG. The reason the ADNW shares are still on the market is because there are components of ADNW that Aftersoft did not want, did not buy, and the company sorted them out of the business plan in order to sell off or dispose of as they see fit.
I can not understand 11 million in volume other that a series of frauds or a combination of frauds.
Did you attempt IAN again? He told me he would call me tomorrow...
I sold all of my holdings on 08/23/06.
HOWEVER, I may buy stock today since there is no clarity here what is going on. I have a call in and an e-mail in to Ian Warwick (no response yet) indicating the Company needs to issue a press release to clarify whether the stock is trading ex-dividend or with dividend rights.
I talked with Schwab's reorganization desk (handling spin-offs) and they had no information and could not advise whether the stock is trading ex-dividend or with dividend rights.
So, I may repurchase shares at about half of Friday's price to hedge my bets, as I DEFINITELY want to own the spin-off ASFG stock. I am really upset that management has fumbled so badly and is not responding to inquiries at this time. We shall see.
Best of luck!
I have a call into Ian Warwick,
Not sure if it is a message he can return. Regardless, the CEO has been very responsive with me in the past and with the closing today of their announced business, it is a very large departure from the mistreatment of the past management.
Veritas, you seem to know your way around trading and the actions of the markets. Did you sell out all your adnw position already?
My thought is that there must remain some trading in the old as long as the company still has pieces of the old adnw to sell off. But the value HAS to be much, much less than current.
I am hoping to move a much greater amount of my holdings.
Cheers.
ASFG (ADNW) - SPINOFF RECORD DATE CONFIRMED
Auto Data Network, Inc. Announces Closing of Sale of EXP Dealer Software Ltd. to Aftersoft Group, Inc. and Record Date for Spin-Off of Stake in Aftersoft
NEW YORK and LONDON, Aug. 25, 2006 (PRIMEZONE) -- Auto Data Network, Inc. (Pink Sheets:ADNW) and Aftersoft Group, Inc. (OTCBB:ASFG) today announced that they have closed the previously announced agreement for Aftersoft to acquire EXP Dealer Software Ltd. from Auto Data Network, Inc. EXP Dealer Software Ltd. owns and operates Auto Data Network's DMS business. The transaction closed today, August 25th, which is also the record date for the Spin-Off of Auto Data Network's stake in Aftersoft Group, Inc. to its shareholders, which is subject to receipt of all necessary approvals for the Spin-Off.
About Auto Data Network, Inc.
Auto Data Network is a group of established companies that provide software products and services to the automotive industry. The company's main customer base is the auto dealership marketplace. This marketplace consists of approximately 78,000 dealers in North America and 92,000 dealers in Europe. The company estimates that this represents a $15 billion market for software and services specifically for auto dealerships.
About Aftersoft Group, Inc.
Aftersoft is a leading supplier of business management solutions serving small and medium-size businesses. Aftersoft Group, Inc. has operations in Sheffield (United Kingdom), Allentown (Pennsylvania), and San Juan Capistrano (California). Aftersoft is currently focused on serving the Auto Parts aftermarket, which is a $68 billion market opportunity in the U.S. alone, with approximately 20,000 potential clients. Aftersoft has recently developed its products so as to be able to serve the wholesale market, a $263 billion U.S. market opportunity with 31,000 potential clients, and the hardlines and lumber market, a $95 billion market opportunity with 29,000 potential clients.
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