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): October 31, 2006
ACIES
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-49724
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91-2079553
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(State
Or Other
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(Commission
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(IRS
Employer
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Jurisdiction
Of
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File
Number)
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Identification
No.)
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Incorporation)
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14
Wall Street, Suite 1620, New York, New York
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10005
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(800)
361-5540
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Not
Applicable
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(Former
Address, if changed since Last Report) (Zip
Code)
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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))
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On
October 31, 2006, Acies, Inc. (“Acies”), a wholly owned subsidiary of Acies
Corporation, entered into a Loan and Security Agreement (the “Loan and Security
Agreement”) with RBL Capital Group, LLC. The Loan and Security Agreement
provides a Term Loan Facility with a maximum borrowing of
$2,000,000.00.
Acies
has
initially borrowed from RBL the principal sum of $350,000.00 (the "Initial
Loan"), to be repaid in eighteen (18) monthly installments, unless accelerated
payments of 150% of the usual monthly amount are required as a
result of not being in compliance with certain financial covenants as per
certain provisions of the agreement. Borrowings made pursuant to the Loan and
Security Agreement will generally bear interest at a fixed rate per annum of
prime plus 8.90% (the Initial Loan interest rate is 17.15% per annum).
Borrowings may not be drawn more than once every 60 days, and there is a limit
on aggregate borrowings based on monthly residuals.
The
Loan
and Security Agreement contains customary affirmative and negative covenants
for
credit facilities of this type, including covenants with respect to liquidity,
disposition of assets, liens, other indebtedness, investments, shareholder
distributions, transactions with affiliates, no changes in business, officers’
compensation, and transfer or sale of merchant base.
The
Loan
and Security Agreement provides for customary events of default with
corresponding grace periods, including the failure to pay any principal or
interest when due, failure to comply with covenants, material
misrepresentations, certain bankruptcy, insolvency or receivership events,
imposition of certain judgments and the liquidation or merger of Acies.
Acies’
obligations under the Loan and Security Agreement are secured by
substantially all
of Acies’
assets, including future remittances relating to its portfolio of merchant
accounts.
Proceeds
from loans under this facility will be used to fund general working capital
needs, and to repay loans from officers of the Company.
The
foregoing description of the Loan and Security Agreement is qualified in its
entirety by reference to the Loan and Security Agreement, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1 - Loan
and
Security Agreement, dated October 31, 2006, by and between Acies, Inc. and
RBL
Capital Group, LLC.
Exhibit
10.2 - Form
of
Term Loan Note.
Exhibit
99.1 - Press
release, dated November 6, 2006.
SIGNATURE
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.
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ACIES
CORPORATION |
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By: |
/s/ Jeffrey
A. Tischler |
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Name:
Jeffrey A. Tischler |
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Title:
Executive Vice President and
Chief Financial
Officer
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Dated:
November 6, 2006