UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act 1934
Date
of Report: October 6, 2008
a21,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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000-51285
(Commission
File Number)
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74-2896910
(I.R.S.
Employer Identification No.)
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7660
Centurion Parkway, Jacksonville, Florida
(Address
of Principal Executive Offices)
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32256
(Zip
Code)
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Registrant’s
telephone number, including areas code: (904) 565-0066
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(Former
Name or Former Address, is Changed Since Last
Report)
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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 A2. below):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
The Company inadvertently omitted several item numbers from the
header page of the Form 8K filed on October 10, 2008. This amended Form 8K
is being filed to correctly identify the item numbers. No other changes
have been made to the text of this Form 8K.
Item
1.01: Entry into a Material Definitive Agreement.
On April
27, 2006, a21, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) pursuant to which it issued $15.5 million of Secured
Convertible Term Notes with the purchasers named in the Purchase
Agreement. On October 8, 2008, the Company entered into a preliminary
agreement (the “Waiver Agreement”) with the holders of a majority of the
outstanding principal amount of the Secured Convertible Term Notes pursuant to
which such holders agreed to receive the interest payment due September 30,
2008, under the Secured Convertible Term Notes (an aggregate of approximately
$201,000) in shares of the Company’s common stock instead of
cash. The terms of the conversion and the number of shares to be
issued are still being negotiated and will be reflected in a more formal written
agreement. In accordance with Section 9.5 of the Purchase Agreement
and Section 5.5 of the Secured Convertible Term Notes, note holders representing
a majority of the aggregate principal amount of all of the outstanding Secured
Convertible Term Notes have authority to amend the terms of the
notes.
Item
5.02. Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On
October 6, 2008, the Company entered into an agreement with Thomas Costanza, the
Company’s former Chief Financial Officer, pursuant to which Mr. Costanza will
continue to receive (i) payments equal to the base salary he would have received
had he continued to be employed by the Company until December 15, 2008, and (ii)
benefits equal to those he would have received had he remained employed at the
Company until December 15, 2008. In addition, 30,555 unvested
restricted shares of common stock previously issued to Mr. Costanza will be
deemed to be vested as of October 6, 2008, and Mr. Costanza will be entitled to
receive a bonus of up to $40,000 if, prior to December 15, 2008, a change in
control of the Company occurs and there is a greater than $9,000,000 reduction
in the amount of the Company’s outstanding promissory notes.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Agreement
with Thomas Costanza dated October 6,
2008
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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.
a21,
INC.
By: /s/ John Z. Ferguson
John Z. Ferguson
Chief Executive Officer
Dated:
October 10, 2008
EXHIBIT
INDEX
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10.1
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Agreement
with Thomas Costanza dated October 6,
2008
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