eGain Communications Corporation (EGAN)

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EGAN>> EGAIN COMMUNICATIONS CORP FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities Edgar Online   "Glimpses"
Item 1.01. Entry into a Material Definitive Agreement

Friday, September 23 2011 1:46 PM, EST

On September 24, 2008 , eGain Communications Corporation (the "Company") entered into a Conversion Agreement and Amendment to Subordinated Secured Promissory Notes (the "Agreement") with Ashutosh Roy , Oak Hill Capital Partners, L.P. , Oak Hill Capital Management Partners, L.P. and FW Investors V, L.P. (collectively, the "Lenders"). The Lenders previously loaned the Company an aggregate of $8,500,000 and received a promissory notes with maturity dates of March 31, 2009 (the "Prior Note"). Pursuant to the Agreement and subject to the terms and conditions contained therein, the Company and the Lenders have agreed to (i) convert a portion of the outstanding indebtedness under the Prior Note equal to $6,535,977 into shares of the Company's common stock at a price per share equal to $0.95 (the "Note Conversion"), and (ii) extend the maturity date of the remaining outstanding indebtedness accrued under the Prior Note to March 31, 2012 , as well as the period for which interest shall accrue on the Prior Notes (the "Note Extension"). In addition, in consideration for the extension, the Lenders have received receive warrants to purchase an aggregate of 1,525,515 shares of the Company's common stock at a price per share equal to $0.95 for an aggregate exercise price of $1,449,239 . The warrants are exercisable in whole or in part until September 2011 . The common stock issued in connection with the Note Conversion and the warrants were issued in a direct private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

The foregoing summaries of the Agreement, promissory note extension and warrant do not purport to be complete and is qualified in its entirety by reference to the Agreement, promissory not and warrant attached as an exhibit hereto.

Item 3.02. Unregistered Sales of Equity Securities .

The information set forth in Item 1.01 is incorporated by reference under this Item.

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