Unassociated Document
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): May 26,
2005
Ramp
Corporation
(Exact
name of registrant as specified in its charter)
Delaware |
0-24768 |
841123311 |
(State
or other jurisdiction |
(Commission |
(IRS
Employer |
of
incorporation) |
File
Number) |
Identification
No.) |
33
Maiden Lane, New York, New York |
10038 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code:
(212) 440-1500
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:
|
□ |
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)) |
Item
2.04. Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
As
previously disclosed, the Registrant’s failure to timely file its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 (the “March
31st 10-Q”)
constitutes an event of default under the Registrant’s 8% Convertible Debentures
(“Debentures”) in the aggregate principal amount of $4,950,000 issued on January
12, 2005, March 31, 2005, and May 13, 2005.
On May
26, 2005, the Registrant was notified by letters from Platinum Partners L.P.
that it is in default under securities purchase agreements dated May 11, 2005,
January 13, 2005 and January 12, 2005 and the Debentures.
On May
31, 2005, the Registrant received a letter from Harborview Master Fund L.P.
notifying the Registrant that it is in default under the Debentures and
demanding immediate payment of the mandatory prepayment amount
thereunder.
On May
31, 2005, the Registrant received a letter from Briarwood Investments, Inc.
notifying the Registrant that it is in default under the Debentures and
demanding immediate payment of $120,717 thereunder.
Item
3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On May
26, 2005, the Registrant received a letter from the American Stock Exchange
(“AMEX”) advising the Registrant that as a result of its failure to timely file
the March 31st 10-Q as
well as the defective status of the Registrant’s Annual Reports on Form 10-K for
the years ended December 31, 2004 and December 31, 2003 (resulting from the
Registrant’s former auditors informing the Registrant that the audit reports in
respect thereof can no longer be relied upon), the Registrant is in violation of
Sections 134, 1101 and 1003(d) of the continued listing standards set forth in
Part 10 of the AMEX Company Guide. The letter stated that the Registrant must
submit a revised plan of compliance by June 2, 2005, advising AMEX of the action
it has taken, or will take, that would bring the Registrant into compliance, by
no later than July 11, 2005, with the aforementioned Sections of the AMEX
Company Guide.
The
letter further advised that the Registrant may be subject to delisting
proceedings from AMEX if it does not submit a plan or submits a plan that is not
accepted by AMEX. In addition, the letter indicated that if the Registrant is
not in compliance with Sections 134, 1101 and 1003(d) of the AMEX Company Guide
by July 11, 2005 or does not make progress consistent with the plan during the
plan period, the AMEX staff will initiate delisting proceedings as appropriate.
Furthermore, the letter stated that if the Registrant regains compliance with
the aforementioned Sections of the AMEX Company Guide by July 11, 2005, it will
remain subject to the requirements set forth in the AMEX letter to the
Registrant dated December 16, 2004.
The
letter indicated that within five days of the date thereof, the Registrant would
become subject to the indicators “.BC” and “.LF” to denote its noncompliance
with the AMEX continued listing standards.
The
letter also requested the Registrant to provide, by June 2, 2005, certain
information and documentation relating to the resignation of its independent
auditor, the resignation of its Chairman, President and Chief Executive Officer,
Andrew Brown, an event of default under the Registrant’s January and March
securities purchase agreements, and the initiation by the Registrant’s Board of
Directors of an investigation into certain actions taken by Mr.
Brown.
The press
release issued by the Registrant relating to the AMEX letter is appended to this
Current Report on Form 8-K as Exhibit 99.1.
Item
8.01. Other
Events.
On May
26, 2005, the Registrant reduced its staff to 22 full-time employees from
approximately 60 full-time employees. The principal reason for the reduction in
staff is the Registrant’s current financial condition and its desire to preserve
limited available capital resources.
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits
|
99.1 |
Press
Release issued on June 1, 2005. |
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.
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RAMP
CORPORATION
(Registrant) |
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| Date: June 1, 2005 |
By: |
/s/ Ron Munkittrick |
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Ron
Munkittrick
Acting
Chief Executive Officer and
Chief
Financial Officer |
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