Biometric Investors advances additional proceeds to Sequiam
NITED 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): March 7, 2008
SEQUIAM CORPORATION
(Exact name of registrant as specified in its charter)
California 333-45678 33-0875030
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
300 Sunport Lane, Orlando, Florida 32809
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (407) 541-0773
(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 (see General Instruction A.2. below):
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))
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2008, Sequiam Corporation (the “Company”) entered into that certain Modification Agreement between the Company and Biometrics Investors, LLC (“Biometrics”), which modified that certain Loan Agreement between the Company and Biometrics, dated March 30, 2007 (the “Loan Agreement”). Pursuant to the Modification Agreement, Biometrics agreed to advance at least $800,000, but not more than $1,500,000, (the “Advances”). The Company continues to acknowledge that its loan payable to Biometrics remains in default and that the default interest rate of 16% continues to apply on all prior advances and the Advances. The Company may only use the Advances for working capital requirements. The Company may not use the Advances to expand the business, hire new staff or pay salary increases or bonuses. The Company also agreed to accept Biometrics’ appointment of Mr. Doug Michels as its consultant to the Company to monitor operations. Each of the Advances made under this Modification Agreement are subject to a 1% facility fee.
The Company acknowledges that Biometrics had advanced a total of $2,172,630 under the Loan, including $422,180 under the modified terms. The Company further acknowledges that by continuing to make Advances, that Biometrics shall not be precluded from exercising any rights or remedies it has under any of its Loans. Future Advances shall not constitute a waiver by Biometrics of any event of default or of any such rights or remedies.
SECTION 2 – FINANCIAL INFORMATION
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information provided in response to Item 1.01 of this current report on Form 8-K is hereby incorporated by reference.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Shell Company Transactions.
Not Applicable
(d) Exhibits.
Number Description
10.1 Modification Agreement between Sequiam Corporation and Biometrics Investors, LLC, dated March 7, 2008
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.
SEQUIAM CORPORATION
(Registrant)
Date: March 10, 2008
By: /s/ Mark L. Mroczkowski
Mark L. Mroczkowski
Executive Vice President and Chief Financial Officer
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Exhibit 10.1
MODIFICATION OF AGREEMENT
This Modification of Agreement (this “Modification”) is made as of this 7th day of March, 2008 by and between Biometrics Investors, L.L.C., a Delaware limited liability company (“Lender”), and Sequiam Corporation, a California corporation (“Borrower”).
WHEREAS, Lender and Borrower are parties to that certain Agreement dated March 30, 2007 (the “Agreement”) pursuant to which Biometrics agreed to loan Sequiam up to $11,500,000 pursuant to two loans;
WHEREAS, on March 30, 2007, Lender provided Borrower $6,500,000.00 in financing under the first loan pursuant to the Agreement;
WHEREAS, as a condition to making additional advances in an amount of at least $800,000 and not more than $1,500,000 under the second loan, Lender requires that the Agreement be modified as provided herein; and
WHEREAS, the parties hereto desire to amend the Agreement to include the terms and conditions hereof.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:
1. Definitions. Capitalized terms used herein, but not otherwise defined or modified herein, shall have the meanings ascribed to them in the Agreement.
2. Amendment. The Agreement is hereby amended by adding the following subsection (d) to Section 4 of the Agreement:
“(d) Notwithstanding the foregoing conditions in Section 4(c), the following additional conditions shall apply to any Term Loan B Cash Flow Advance:
(i) Borrower shall use the proceeds from any Term Loan B Cash Flow Advance solely for the working capital. Borrower may not use the proceeds of any Term Loan B Cash Flow Advance to expand the business, hire new staff, or grant any raises or bonuses to management. Borrower will pay Lender’s reasonable legal fees associated with Term Loan B and any actions taken to enforce its security interest under Term Loan B. Lender may reserve funds reasonably anticipated to be necessary for such fees and pay them directly.
(ii) Borrower shall accept Lender’s designation of Douglas Michels as a consultant (the “Consultant”) to Borrower to monitor the use of proceeds from any Term Loan B Cash Flow Advance and advise Borrower of other capital raising opportunities. Borrower will give the Consultant access to all company books and records upon request, but the Consultant shall have no operational duties or authority with respect to Borrower. The Consultant shall be compensated by Lender and not by Borrower. Borrower will, however, pay reasonable travel expenses for Consultant and other employees of Lender in connection with monitoring Term Loan B.
(iii) Borrower shall pay to Lender a facility fee equal to one percent (1%) of each additional advance made under this modification, payable at the funding of each such advance.”
3. Conflict. Except as hereby amended, the Agreement shall remain unchanged and in full force and effect. If there is any conflict between the terms and provisions of the Agreement and the terms and provisions of this Modification, this Modification shall control.
4. Counterparts. This Modification may be executed in any number of identical counterparts, any or all of which may contain signatures of less than all of the parties, and all of which shall be construed together as a single instrument.
IN WITNESS WHEREOF, the parties hereto have each executed this Modification to be effective for all purposes as of the date first written above.
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