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): August 30, 2006
ACE*COMM Corporation
(Exact name of registrant as specified in its charter)
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| Maryland
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000-21059
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52-1283030 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
704 Quince Orchard Road, Gaithersburg, Maryland 20878
(Address of principal executive offices)
Registrant’s telephone number, including area code: (301) 721-3000
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 3.02 Unregistered Sale of Equity Securities
Holders of outstanding warrants to purchase more than 1% of the outstanding common stock,
$0.01 par value, of ACE*COMM Corporation exercised those warrants, receiving an aggregate of
656,935 shares of ACE*COMM common stock. The series of similar warrants (“B” warrants) of which
the recently-exercised warrants were a part, expire on
September 2, 2006 pursuant to the terms of the
warrants.
The exercise price of each warrant equaled $2.50 per share, for an aggregate cash exercise
price of approximately $1,642,000. On August 31, 2006, the closing price of ACE*COMM common stock
on the Nasdaq Small-Cap Market was $2.53 per share.
The exercised warrants were issued by ACE*COMM in November 2005, as part of amendments to an
investment transaction originally completed in March 2005. Other warrants issued in the March 2005
transaction (“A” warrants), to purchase ACE*COMM common stock at an exercise price of $3.53 per
share, will remain outstanding until March 2008.
The ACE*COMM common stock issued with respect to the warrants is registered for resale. The
warrants themselves were issued in a private placement exempt from registration under Section 4(2)
of the Securities Act of 1933, as amended.