UNITED STATES
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): February 24, 2005
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 88-0346441
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
500 NORTH MICHIGAN AVENUE, SUITE 300
CHICAGO, ILLINOIS 60611
(Address of Principal Executive Offices/Zip Code)
(312) 396-4031
(Registrant's telephone number, including area code)
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 ct (17 CFR 240.14d-2(B))
|_| Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On February 24, 2005, Patron Systems, Inc. (the "Registrant") entered
into a definitive Amended and Restated Supplemental Agreement pursuant to which
ESC Acquisition, Inc., a wholly-owned subsidiary of the Registrant will merge
with and into Entelagent Software Corp. ("Entelagent"), with Entelagent
surviving the merger as a wholly-owned subsidiary of the Registrant. The Amended
and Restated Supplemental Agreement amended and restated the Supplemental
Agreement entered into by the parties on November 24, 2002. The only outstanding
condition to closing the merger is obtaining formal approval of the merger by
the outstanding shares of Entelagent, a majority of which have committed to vote
in favor of the merger.
In connection with the Entelagent merger, the Registrant will issue
3,000,000 shares of the Registrant's Common Stock ("Common Stock") in exchange
for all of the outstanding shares of the capital stock of Entelagent. The
Registrant has agreed to register the resale of the 3,000,000 shares of Common
Stock issuable to the holders of the outstanding capital stock of Entelagent at
such time as the Registrant next files a registration statement with the
Securities and Exchange Commission ("SEC"). In addition, pursuant to the terms
of the Amended and Restated Supplemental Agreement, the Registrant has also
agreed to (i) issue to certain officers, directors, shareholders and creditors
of Entelagent, in consideration of amounts owed by Entelagent to such parties,
promissory notes in the aggregate principal amount of $2,600,000, with interest
payable thereon at a rate of 8% per annum and maturing one year after the
completion of the merger and (ii) repay $1,388,000 in outstanding liabilities of
Entelagent from the net proceeds of the Bridge Financing described below.
On February 25, 2005, pursuant to the filing of an Agreement and Plan
of Merger, the Registrant's merger with LucidLine, Inc. ("LucidLine") became
effective. The merger was consummated pursuant to a definitive Supplemental
Agreement and the Agreement and Plan of Merger, entered into as of February 24,
2005, each among the Registrant, LL Acquisition I Corp., a wholly-owned
subsidiary of the Registrant and LucidLine. Pursuant to the terms of the
Supplemental Agreement and Agreement and Plan of Merger with LucidLine, LL
Acquisition I Corp. merged with and into LucidLine, with LucidLine surviving the
merger as a wholly-owned subsidiary of the Registrant. In connection with the
LucidLine merger, the Registrant issued 4,400,000 shares of Common Stock and
$200,000, in the aggregate, in exchange for the outstanding shares of the
capital stock of LucidLine. The cash portion of the merger consideration was
disbursed on February 28, 2005. The Registrant has agreed to register the resale
of the shares of Common Stock issued to the holders of the outstanding capital
stock of LucidLine at such time as the Registrant next files a registration
statement with the SEC.
On February 25, 2005, pursuant to the filing of an Agreement and Plan
of Merger, the Registrant's merger with Complete Security Solutions, Inc.
("CSSI") became effective. The merger was consummated pursuant a definitive
Supplemental Agreement and the Agreement and Plan of Merger, entered into as of
February 24, 2005, each among the Registrant, CSSI Acquisition Co. I, Inc., a
wholly-owned subsidiary of the Registrant and CSSI. Pursuant to the terms of the
Supplemental Agreement and Agreement and Plan of Merger with CSSI, CSSI
Acquisition Co. I, Inc. merged with and into CSSI, with CSSI surviving the
merger as a wholly-owned subsidiary of the Registrant. In connection with the
CSSI merger, the Registrant issued 7,500,000 shares of Common Stock in exchange
for the outstanding
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shares of the common stock of CSSI, and subordinated promissory notes in the
aggregate principal amount of $4,500,000 and warrants to purchase 2,250,000
shares of Common Stock in exchange for the outstanding shares of the preferred
stock of CSSI. The warrants have a term of 5 years and an exercise price of
$0.70 per share. The subordinated promissory notes and warrants were issued to
Apex Investment Fund V, L.P., The Northwestern Mutual Life Insurance Company,
and Advanced Equities Venture Partners I, L.P.
The subordinated promissory notes issued to the holders of the
outstanding preferred stock of CSSI have an initial term of 120 days, with the
Registrant's option to extend the term for an additional 60 days, are interest
free and automatically convert into the securities offered by the Company at the
first closing of a subsequent financing for the Registrant, for such number of
offered securities as could be purchased for the principal amount being
converted. If the subordinated promissory notes are not paid in full on or
before the extended maturity date, each noteholder will be issued a warrant
entitling the holder to purchase 3.84 shares of Common Stock for each $1.00 of
principal amount then outstanding. The warrants issuable in connection with the
non-payment of the subordinated promissory notes may only be exercised by a
holder's delivery of its subordinated promissory note in payment of the exercise
price, the delivery of which will result in the full satisfaction of all amounts
of principal and interest due and payable under such subordinated promissory
note.
The Registrant has agreed to register the resale of the 7,500,000
shares of Common Stock issued to the holders of the outstanding common stock of
CSSI and the 2,250,000 shares of Common Stock issuable upon the exercise of the
warrants issued to the holders of the outstanding preferred stock of CSSI at
such time as the Registrant next files a registration statement with the SEC.
Outstanding loans made by CSSI to the Registrant, Entelagent and
LucidLine, in the aggregate of approximately $2,400,000 will be cancelled as a
result of the three acquisitions described above, by virtue of the consolidation
of the financial statements of all of such companies with the financial
statements of the Registrant.
On February 28, 2005, the Registrant completed a $3.5 million financing
(the "Bridge Financing") through the issuance of (i) 10% Senior Convertible
Promissory Notes and (ii) Warrants to purchase up to 1,750,000 shares of the
Registrant's Common Stock. The Warrants have a term of 5 years and an exercise
price of $0.70 per share. Prior to maturity, the Senior Convertible Promissory
Notes may be converted into the securities offered by the Company at the first
closing of a subsequent financing for the Registrant, for such number of offered
securities as could be purchased for the principal amount being converted. The
Senior Convertible Promissory Notes have an initial term of 120 days, with an
option for the Registrant to extend the term for an additional 60 days, and pay
interest at a rate of 10% per annum. Upon the extension of the maturity date of
the Senior Convertible Promissory Notes, the interest payable thereunder will be
increased to 12% per annum, and the Registrant will be required to issue
warrants to purchase such number of shares of the Registrant's Common Stock
equal to 1/2 of a share for each $1.00 of principal amount outstanding. The
warrants issuable upon extension of the maturity date of the Senior Convertible
Promissory notes will have a term of 5 years and an exercise price of $0.70 per
share. In addition, if the Senior Convertible Promissory Notes are not paid in
full on or before the extended maturity date, each noteholder will be issued a
warrant entitling the holder to purchase 3.84 shares of the Registrant's Common
Stock for each $1.00 of principal amount then outstanding. The warrants issuable
in connection with the non-payment of the Senior Convertible Promissory Notes
may only be exercised by a holder's delivery of its Senior Convertible
Promissory Note in payment of the exercise price, the delivery of which will
result in the full satisfaction of all amounts of principal and interest due and
payable under such Senior Convertible Promissory Note. The Registrant has agreed
to file with the SEC, no later than May 1, 2005, a registration statement for
the resale of the restricted shares of its Common Stock issuable upon exercise
of the Warrants.
We sold these securities to thirty-three accredited investors
introduced by Laidlaw & Company (UK) Ltd. ("Laidlaw").
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Laidlaw acted as placement agent in the Bridge Financing. For its
services as placement agent, the Registrant paid Laidlaw a cash fee of $420,000,
including the reimbursement of costs, and issued to Laidlaw and/or its designees
warrants to purchase up to 350,000 shares of the Registrant's Common Stock at an
exercise price of $0.70 per share.
Separate from the Bridge Financing, in connection with the receipt of
corporate finance services relating to the Entelagent, LucidLine and CSSI
mergers, the Registrant also paid Laidlaw & Company a cash fee of $300,000 and
issued to Laidlaw and/or its designees warrants to purchase up to 300,000 shares
of the Registrant's Common Stock at an exercise price of $0.70 per share.
The Registrant also previously issued 1,500,000 shares of Common Stock
to Frank Mazzola, an employee of Laidlaw, under the terms of Consulting
Agreements dated June 4, 2004, August 8, 2004 and November 17, 2004, in
consideration of advisory services provided to the registrant. The Registrant
has agreed to register the resale of the 1,500,000 shares of Common Stock issued
to Mr. Mazzola at such time as the Registrant next files a registration
statement with the SEC.
The Registrant has agreed to file with the SEC, no later than May 1,
2005, a registration statement for the resale of all of the restricted shares of
its Common Stock issuable upon exercise of the warrants issued to Laidlaw &
Company (UK) Ltd.
The issuance and sale of the securities issued or issuable in
connection with the Entelagent merger, the LucidLine merger, the CSSI merger and
the Bridge Financing were exempt from the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the "Securities Act")
pursuant to Section 4(2) of the Securities Act as transactions not involving any
public offering.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 28, 2005, George Middlemas and Robert Cross were elected to
the Registrant's Board of Directors to fill two of the vacant seats on the
Registrant's Board.
Mr. Middlemas is currently a managing general partner of Apex
Investment Partners. He joined Apex in 1991 and focuses on telecommunications,
information technology and software investments. From 1985 to 1991, Mr.
Middlemas was a Senior Vice President and Principal of Inco Venture Capital
Management. Prior to 1985, he was Vice President and a member of the investment
commitment committee of Citicorp Venture Capital. He was instrumental in the
founding of America Online and RSA Security. Mr. Middlemas serves or previously
served on the Board of Directors at Bay Logics (acquired by WorkplaceIQ),
CombineNet, Concord Communications, Inc., e.spire Communications, Inc., Data
Critical Corporation (acquired by General Electric), I-Works, Inc. (acquired by
DigitalWork), Online Resources & Communications, Inc., Security Dynamics
Technologies, Inc., Tut Systems, Inc., and VPNet Technologies, Inc. Mr.
Middlemas holds a BA in history and political science from Pennsylvania State
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University, an MA in political science from the University of Pittsburgh, and a
an MBA from Harvard Business School. Mr. Middlemas was a common stockholder of
CSSI.
Mr. Cross has more than 20 years CEO-level experience in the
development and marketing of information technologies, including secure systems
for intelligence agencies and NATO markets. From 1984 through 2004, he was CEO
of Cross Technologies, Inc., a business process outsourcing firm specializing in
the structuring and commercialization of information technologies, including
components and systems for secure markets and other sensitive applications. In
addition, from 1993 through 1998, he was president and CEO of Nanophase
Technologies Corp. (NANX), a NASDAQ-listed manufacturer of nanocrystalline
materials for high-technology industrial applications. While at NANX, Mr. Cross
built the company from a lab-scale experimental technology to a full-scale
commercial operation, raised more than $20 million in private venture financing,
and led a $40 million initial public offering through Donaldson, Lufkin and
Jenrette. From 1984 through 1989, he was Chairman and CEO of Delta Data Systems
Corp., a manufacturer of secure computers and peripherals for government
intelligence agencies. Within one year, Mr. Cross rebuilt the company's product
and marketing platforms and established the company in a position of
profitability and industry leadership. In 1983-84, Mr. Cross led the financial
turnaround of Control Video Corporation (predecessor to America Online) and
facilitated a spin-off to the successor new venture (AOL). Previously, Mr. Cross
was General Counsel of EDS (1968-69), where he established EDS's first venture
into government markets (EDS Federal). In 1968-69 he was a member of the White
House Transition Staff responsible for developing system-based methods for
sub-cabinet-level recruiting following the Presidential election. Earlier, he
was a corporate finance attorney with Winthrop Stimson Putnam & Roberts (now
Pillsbury Winthrop). Mr. Cross holds NASD registrations (Series 7, 24 and 63)
and DoD and Agency clearances (ISA, Top Secret). Mr. Cross is a business and law
graduate of Washington University in St. Louis (BSBA and JD). He is a Marine
Corps veteran, and is an active member of Business Executives for National
Security, the Illinois Technology Development Alliance (Board), the Marine Corps
Association, The University Club (New York), The Union League Club (Chicago),
and Omicron Delta Kappa. Mr. Cross was a common stockholder of CSSI.
On February 28, 2005, Mr. Cross was also appointed as the Registrant's
Chief Executive Officer, Brett Newbold was appointed as the Registrant's
President and Chief Technology Officer, Heidi Newton was appointed as the
Registrant's Chief Financial Officer, J. William Hammon was appointed as the
Registrant's Chief Marketing Officer and Al Hasan, Ph. D., was appointed as the
Registrant's Executive Vice President.
For more than eight years, and reporting directly to its Chairman, Mr.
Larry Ellison, Mr. Newbold was Vice President/Research & Development, New
Technologies for Oracle Corporation, where he held senior operating management
responsibility for the selection, development and integration of all new
technologies. Thereafter, Mr. Newbold was President & Chief Operating Officer of
OpenText, market leader of collaboration and knowledge management software.
During his two-year OpenText tenure, Mr. Newbold led the effort to achieve
profitability within two quarters; tripled operating revenues; and,
correspondingly, tripled its market capitalization from $210 to $630 million.
Since 1999, Mr. Newbold served as an Executive Consultant to Kleiner Perkins
Caufield & Byers and various software development companies. Mr. Newbold
received his undergraduate education in physics at the University of Washington.
Mr. Newbold is fluent in French and Spanish, and conversant in German, Italian
and Japanese. The Registrant entered into an employment agreement with Mr.
Newbold pursuant to which the registrant will employ Mr. Newbold as the
Registrant's President and Chief Technology Officer for a term of one year, with
renewing one-year terms until written notice of non-renewal is provided, with an
annual salary of $190,000. Mr. Newbold is also eligible to receive a performance
bonus of up to 50% of his annual salary.
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Ms. Newton was the Vice President of Finance and Chief Financial
Officer of IDK Enterprises, Inc. Since joining IDK Enterprises, Ms. Newton
effectively reduced monthly operating expenses by over $1M annually and improved
cash management. Prior to joining IDK Enterprises, Ms. Newton served as Chief
Financial Officer for ENSCICON Corporation from 2000 to 2001. She also served as
Chief Financial Officer for American Pharmaceutical Services ("APS") from 1995
to 2000. In both roles, Ms. Newton was responsible for reengineering and
development of all areas of finance and administration with a focus on customer
services. At APS, she was responsible for over 20 acquisitions and joint
ventures, growing the business from $50 million to $330 million in five years.
She worked extensively with both institutional and private investors to market
companies and business segments. Ms. Newton holds a BS in Accounting from Azusa
Pacific University and an MBA from California Polytechnic University. She is
also a Certified Public Accountant. Ms. Newton is a former stockholder of CSSI.
Prior to joining Entelagent, Mr Hammon was co-founder, President and
Chief Operating Officer of ViewTech Corporation, specializing in two-way
interactive videoconferencing, principally to Fortune 1000 companies together
with various federal and state entities. Mr. Hammon led ViewTech to the
achievement of a market leading position, shared senior responsibility for the
Company's successful initial public offering and its subsequent merger and
acquisition activities. A recognized leader in direct corporate and enterprise
sales, Mr. Hammon has served in a number of national, operating senior sales
positions with Electronic Data Systems (EDS), Automatic Data Processing (ADP),
Tandem Computer, and PictureTel Corporation, Mr. Hammon received his
undergraduate education in Business Administration at California State
University in Los Angeles, California.
Dr. Hasan has had a twenty-six year data and telecommunications
industry career, including fourteen years with Tellabs, Inc., a leading global
designer and manufacturer of voice and data telecommunications equipment. At
Tellabs, Dr. Hasan was a Director and Vice President/Global Solutions & Services
with senior responsibility for deployment and support of transport and switching
equipment. Prior thereto, Dr. Hasan held senior management positions at Lexitron
Corporation (Raytheon Data Systems), Westinghouse, and Videojet Systems,
including positions in test engineering, sustaining engineering, and support
services. Dr. Hasan has also held senior operating management positions with
responsibilities for processes, tools, network service quality, customer service
satisfaction, and human resources. Following his immigration to Chicago from
Ramallah, and his undergraduate education, Dr. Hasan earned an M.B.A. and Ph.D.
in Process Engineering and Organizational Behavior. Dr. Hasan has authored a
number of publications, articles, and presentations all respecting Business
Impact Analysis (BIA), Disaster Recovery Planning, Risk Mitigation, Threat and
Vulnerability Assessment, and Risk Assessment Vulnerability analysis (RAVA). Dr.
Hasan is a former shareholder of LucidLine. The Registrant entered into an
employment agreement with Dr. Hasan pursuant to which the registrant will employ
Dr. Hasan as the Registrant's Executive Vice President for a term of one year,
with an annual salary of $150,000. Dr. Hasan is also eligible to receive a
performance bonus of up to 50% of his annual salary.
The press release announcing these transactions is furnished as Exhibit
99.1 to this report and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
As a result of the consummation of the Bridge Financing and the
Registrant's acquisition of LucidLine and CSSI, as well as the pending
acquisition of Entelagent, the Company has added Richard G. Beggs, John V.
Bivona, Esq., Theodore V. Fowler and John R. Walter, as members of its Advisory
Board. Mr. Fowler is also an officer of Laidlaw, the placement agent in
connection with the Bridge Financing. The press release announcing the
appointment of these new members to the Advisory Board,
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which contains more detailed biographical information on each of them, is
furnished as Exhibit 99.2 to this report and is incoporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
It is impracticable at this time for the Registrant to provide
the financial statements of the businesses acquired that are
required to be included herein. The Registrant undertakes to
file such required financial statements as soon as
practicable, but in no event later than May 6, 2005.
(b) Pro forma Financial Information.
It is impracticable at this time for the Registrant to provide
the pro forma financial information that is required to be
included herein. The Registrant undertakes to file such
required pro forma financial information as soon as
practicable, but in no event later than May 6, 2005.
(c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Amended and Restated Supplemental Agreement dated
February 24, 2005, among Patron Systems, Inc., ESC
Acquisition, Inc. and Entelagent Software Corp.
10.2 Supplemental Agreement dated February 24, 2005, among
Patron Systems, Inc., LL Acquisition I Corp. and
LucidLine, Inc.
10.3 Agreement and Plan of Merger dated February 24, 2005,
among Patron Systems, Inc., LL Acquisition I Corp.
and LucidLine, Inc.
10.4 Registration Rights Agreement dated February 24,
2005, among Patron Systems, Inc. and each of the
former LucidLine, Inc. shareholders signatory
thereto.
10.5 Supplemental Agreement dated February 24, 2005, among
Patron Systems, Inc., CSSI Acquisition Co. I, Inc.
and Complete Security Solutions, Inc.
10.6 Agreement and Plan of Merger dated February 24, 2005,
among Patron Systems, Inc., CSSI Acquisition Co. I,
Inc. and Complete Security Solutions, Inc.
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10.7 Registration Rights Agreement dated February 24,
2005, among Patron Systems, Inc. and each of the
former Complete Security Solutions, Inc. stockholders
signatory thereto.
10.8 Form of Subordinated Promissory Note issued to the
former preferred stockholders of Complete Security
Solutions, Inc.
10.9 Form of Common Stock Purchase Warrant issued by
Patron Systems, Inc. in favor of the former preferred
stockholders of Complete Security Solutions, Inc.
10.10 Form of Subscription Agreement dated February 28,
2005, among Patron Systems, Inc. and each of the
investors in the Bridge Financing.
10.11 Registration Rights Agreement dated February 28,
2005, among Patron Systems, Inc. and each of the
investors in the Bridge Financing.
10.12 Form of 10% Senior Convertible Promissory Note.
10.13 Form of Common Stock Purchase Warrant issued by
Patron Systems, Inc. in favor of investors in the
Bridge Financing.
10.14 Registration Rights Agreement dated February 28,
2005, among Patron Systems, Inc. and Laidlaw &
Company (UK) Ltd.
10.15 Form of Common Stock Purchase Warrant issued by
Patron Systems, Inc. in favor of Laidlaw & Company
(UK) Ltd. in connection with placement agent
services.
10.16 Form of Common Stock Purchase Warrant issued by
Patron Systems, Inc. in favor of Laidlaw & Company
(UK) Ltd. in connection with advisory services.
99.1 Press Release dated February 28, 2005, published by
Patron Systems, Inc., announcing the Bridge Financing
and the merger transactions.
99.2 Press Release dated February 28, 2005, published by
Patron Systems, Inc., announcing the appointment of
additional members to its Advisory Board.
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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.
PATRON SYSTEMS, INC.
Date: March 2, 2005 By: /s/ Robert Cross
--------------------------
Robert Cross
Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Amended and Restated Supplemental Agreement dated February 24,
2005, among Patron Systems, Inc., ESC Acquisition, Inc. and
Entelagent Software Corp.
10.2 Supplemental Agreement dated February 24, 2005, among Patron
Systems, Inc., LL Acquisition I Corp. and LucidLine, Inc.
10.3 Agreement and Plan of Merger dated February 24, 2005, among
Patron Systems, Inc., LL Acquisition I Corp. and LucidLine,
Inc.
10.4 Registration Rights Agreement dated February 24, 2005, among
Patron Systems, Inc. and each of the former LucidLine, Inc.
shareholders signatory thereto.
10.5 Supplemental Agreement dated February 24, 2005, among Patron
Systems, Inc., CSSI Acquisition Co. I, Inc. and Complete
Security Solutions, Inc.
10.6 Agreement and Plan of Merger dated February 24, 2005, among
Patron Systems, Inc., CSSI Acquisition Co. I, Inc. and
Complete Security Solutions, Inc.
10.7 Registration Rights Agreement dated February 24, 2005, among
Patron Systems, Inc. and each of the former Complete Security
Solutions, Inc. stockholders signatory thereto.
10.8 Form of Subordinated Promissory Note issued to the former
preferred stockholders of Complete Security Solutions, Inc.
10.9 Form of Common Stock Purchase Warrant issued by Patron
Systems, Inc. in favor of the former preferred stockholders of
Complete Security Solutions, Inc.
10.10 Form of Subscription Agreement dated February 28, 2005, among
Patron Systems, Inc. and each of the investors in the Bridge
Financing.
10.11 Registration Rights Agreement dated February 28, 2005, among
Patron Systems, Inc. and each of the investors in the Bridge
Financing.
10.12 Form of 10% Senior Convertible Promissory Note.
10.13 Form of Common Stock Purchase Warrant issued by Patron
Systems, Inc. in favor of investors in the Bridge Financing.
10.14 Registration Rights Agreement dated February 28, 2005, among
Patron Systems, Inc. and Laidlaw & Company (UK) Ltd.
10.15 Form of Common Stock Purchase Warrant issued by Patron
Systems, Inc. in favor of Laidlaw & Company (UK) Ltd. in
connection with placement agent services.
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10.16 Form of Common Stock Purchase Warrant issued by Patron
Systems, Inc. in favor of Laidlaw & Company (UK) Ltd. in
connection with advisory services.
99.1 Press Release dated February 28, 2005, published by Patron
Systems, Inc., announcing the Bridge Financing and the merger
transactions.
99.2 Press Release dated February 28, 2005, published by Patron
Systems, Inc., announcing the appointment of additional
members to its Advisory Board.
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