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 3, 2005
WARP TECHNOLOGY HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-33197 88-0467845
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(State of (Commission File No.) (I.R.S.
Incorporation) Employer
Identification
Number)
151 Railroad Avenue, Greenwich, Connecticut 06830
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(Address of Principal Executive Offices)
(203) 422-2950
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(Registrant's Telephone Number, including area 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):
[ ] 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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 3, 2005, Warp Technology Holdings, Inc. ("Warp" or the "Company")
entered into a material agreement (the "Separation Agreement") related to the
voluntary resignation of Gus Bottazzi from his position as President and
Principal Financial Officer of the Company, as a member of the Company's Board
of Directors, and his positions as officer and director of the Company's
subsidiaries, Warp Solutions, Inc., Warp Solutions, Limited, 6043577 Canada Inc.
and Spider Software Inc.
The material terms of the Separation Agreement are as follows:
- The Separation Agreement provides that Mr. Bottazzi resigns his
positions as officer and director of the Company and its
subsidiaries.
- The Separation Agreement acknowledges that the Company has
reimbursed Mr. Bottazzi for various expenses incurred on behalf of
the Company, totaling $5,106.50.
- In addition, the Company committed to issue to Mr. Bottazzi 200,000
shares of a new series of Preferred Stock, the "Series C Stock" with
a par value of $.00001 per share. The Series C Stock will be
convertible into shares of the Company's common stock, par value
$.00001 per share (the "Common Stock") on a one to one basis. The
shares of the Series C Stock will be issued as soon as practicable
following the effectiveness of the proposed Amendment to the
Company's Articles of Incorporation and the effectiveness of the
proposed Certificate of Designations of the Series C Stock, which
will authorize such class of securities and define their rights and
privileges. The terms of the Series C Stock are as described in the
Company's Current Report on Form 8-K filed February 4, 2005.
- The Company also agreed to reimburse Mr. Bottazzi up to an aggregate
of $1,500 per month for six (6) months, beginning April 1, 2005 for
any otherwise un-reimbursed amounts he may expend in connection with
the maintenance of health care coverage for himself and his family.
- In addition, the Company agreed to vest the options to acquire 2,000
shares of Common Stock pursuant to a Stock Option Agreement dated as
of February 10, 2003, between the Company and Mr. Bottazzi, to the
extent that such options had not vested. Such options are
exercisable for $25.00 per share,.
- Furthermore, with respect to the options to acquire 187,520 shares
of Common Stock at an exercise price of $6.75 per share pursuant to
a Stock Option Agreement dated as of August 4, 2004 between the
Company and Mr. Bottazzi, the Company agreed that these options have
now vested.
- All such options will be exercisable by Mr. Bottazzi for a period
one year after the date of the Separation Agreement. Failure to
exercise the options by such date, will result in their termination.
- Mr. Bottazzi agreed to cooperate and consult with the Company
concerning the transitioning of his former responsibilities to other
officers of the Company.
- The Separation Agreement also provides for a customary waiver and
release by Mr. Bottazzi of any claims which he may have had against
the Company.
1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The Employment Agreement dated August 4, 2004 between the Company and Mr.
Bottazzi has been superceded by the Separation Agreement described in Item 1.01.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Company committed to issue to Mr. Bottazzi 200,000 shares of Series C
Preferred Stock in exchange for Mr. Bottazzi's execution and delivery of, and
his performance of the obligations under, the Separation Agreement described
above in Item 1.01.
The Company believes that the issuance of these securities to Mr. Bottazzi is
exempt from registration under the Securities Act of 1933, as amended, by
Section 4(2) thereof and Rule 506 of Regulation D promulgated by the Commission
thereunder, and other exceptions. To facilitate compliance with applicable
securities laws, the subject securities are subject to customary transfer
restrictions and the certificates evidencing the securities will bear the
applicable legends restricting transfer except in accordance with a valid
registration or exemption therefrom.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b)
Effective March 3, 2005 Mr. Gus Bottazzi voluntarily resigned from the
Company's Board of Directors and not as a result of any disagreement with the
Company.
Effective March 3, 2005, Mr. Bottazzi also voluntarily resigned from his
positions as President and Principal Financial Officer of the Company and as a
director and officer of the Company's subsidiaries, Warp Solutions, Inc., Warp
Solutions, Limited, 6043577 Canada Inc. and Spider Software Inc.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibit is filed with this Report.
Exhibit
Number Description Of Document
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10.53# Separation Agreement, dated as of March 3, 2005, by and between the
Company and Gus Bottazzi.
# Filed herewith.
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.
Dated: March 9, 2005
WARP TECHNOLOGY HOLDINGS, INC.
By: /s/ Ernest C. Mysogland
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Name: Ernest C. Mysogland
Title: Executive Vice President,
Chief Legal Officer and Secretary
EXHIBIT INDEX.
Exhibit
Number Description Of Document
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10.53# Separation Agreement, dated as of March 3, 2005, by and between the
Company and Gus Bottazzi.