SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 23, 2002
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PATRON HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-25675 88-0346441
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
212 West Kinzie Street, Chicago, Illinois 60610
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 493-2171
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
TrustWave Corp.
On November 23, 2002, Patron Systems, Inc., a Delaware corporation
("Patron"), TWC Acquisition, Inc., a Maryland corporation and wholly owned
subsidiary of Patron ("TrustWave Mergerco"), and TrustWave Corp., a Maryland
corporation ("TrustWave"), entered into an Agreement and Plan of Merger (the
"TrustWave Merger Agreement") whereby TrustWave Mergerco will be merged with and
into TrustWave with TrustWave surviving as a wholly owned subsidiary of Patron
(the "TrustWave Merger"). Patron, TrustWave Mergerco and TrustWave also
concurrently entered into a Supplemental Agreement (the "TrustWave Supplemental
Agreement") along with certain shareholders of TrustWave. Upon the consummation
of the TrustWave Merger, shareholders of TrustWave will receive, in the
aggregate (i) $20,000,000 in cash, fifty percent of which will be paid at the
closing of the TrustWave Merger and fifty percent of which will be paid six
months after the closing of the TrustWave Merger, and (ii) approximately
8,850,000 shares of Patron common stock, subject to a one-time increase of up to
100% in the event that the shares of Patron common stock fail to trade at or
above $12 per share, on average, over the 21 days prior to and including the
first anniversary of the closing date.
The TrustWave Merger has been approved by the boards of directors of
Patron, TrustWave Mergerco and TrustWave. The TrustWave Merger is intended to be
a tax-free reorganization under the Internal Revenue Code. In connection with
the consummation of the TrustWave Merger, certain executive officers of
TrustWave will execute employment agreements with Patron. The closing of the
acquisition is subject to several closing conditions, including approval of the
transaction by TrustWave's shareholders, consummation of a reincorporation
merger pursuant to which Patron Holdings, Inc., a Nevada corporation and parent
corporation of Patron ("Parent") will merge with and into Patron with Patron
continuing as the surviving entity, and the receipt of adequate financing to
complete this acquisition and fund certain working capital needs of TrustWave.
The description of the proposed TrustWave Merger contained in this report
does not purport to be complete and is qualified in its entirety by reference to
the TrustWave Merger Agreement and TrustWave Supplemental Agreement which are
filed as Exhibits 2.1 and 2.2 respectively, to this Report and incorporated
herein by reference. There can be no assurance that the transactions
contemplated by the TrustWave Merger Agreement and TrustWave Supplemental
Agreement will be consummated.
Entelagent Software Corp.
On November 24, 2002, Patron, ESC Acquisition, Inc., a California
corporation and wholly owned subsidiary of Patron ("Entelagent Mergerco"), and
Entelagent Software Corp., a California corporation ("Entelagent"), entered into
an Agreement and Plan of Merger (the "Entelagent Merger Agreement") whereby
Entelagent Mergerco will be merged with and into Entelagent with Entelagent
surviving as a wholly owned subsidiary of Patron (the "Entelagent Merger").
Patron, Entelagent Mergerco and Entelagent also concurrently entered into a
Supplemental Agreement (the "Entelagent Supplemental Agreement"). Upon the
consummation of the Entelagent Merger, shareholders of Entelagent will receive,
in the aggregate, 1,800,000 shares of Patron common stock and Patron will assume
certain debts and obligations of Entelagent.
The Entelagent Merger has been approved by the boards of directors of
Patron, Entelagent Mergerco and Entelagent. The Entelagent Merger is intended to
be a tax-free
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reorganization under the Internal Revenue Code. In connection with the
consummation of the Entelagent Merger, certain executive officers of Entelagent
will execute employment agreements with Patron. The closing of the acquisition
is subject to several closing conditions, including approval of the transaction
by Entelagent's shareholders, the consummation of a reincorporation merger
pursuant to which Parent will merge with and into Patron with Patron continuing
as the surviving entity, the consummation of Patron's acquisition of TrustWave
and obtaining funding for the additional working capital needs of Entelagent.
The description of the proposed Entelagent Merger contained in this
report does not purport to be complete and is qualified in its entirety by
reference to the Entelagent Merger Agreement and Entelagent Supplemental
Agreement which are filed as Exhibits 2.3 and 2.4 respectively, to this Report
and incorporated herein by reference. There can be no assurance that the
transactions contemplated by the Entelagent Merger Agreement and Entelagent
Supplemental Agreement will be consummated.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are included with this Report:
Exhibit
Number Description of Exhibit
2.1 Agreement and Plan of Merger dated as of November 23, 2002, by and
among Patron Systems, Inc., TWC Acquisition, Inc. and TrustWave Corp.
2.2 Supplemental Agreement dated as of November 23, 2002, by and among
Patron Systems, Inc., TWC Acquisition, Inc., TrustWave Corp. and
certain shareholders of TrustWave Corp.
2.3 Agreement and Plan of Merger dated as of November 24, 2002, by and
among Patron Systems, Inc., ESC Acquisition, Inc. and Entelagent
Software Corp.
2.4 Supplemental Agreement dated as of November 24, 2002, by and among
Patron Systems, Inc., ESC Acquisition, Inc. and Entelagent Software
Corp.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
PATRON HOLDINGS, INC.
Date: November 25, 2002 By: /s/ Patrick J. Allin
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Patrick J. Allin
Chief Executive Officer