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): March 11, 2005
Ramp Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24768 84-1123311
(Commission File Number) (I.R.S. Employer
Identification Number)
(212) 440-1500
(Registrant's Telephone Number, Including Area Code)
33 Maiden Lane, New York, NY 10038
(Address of Principal Executive Offices) (Zip Code)
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 (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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Item 3.02 Unregistered Sales of Equity Securities
On or about March 11, 2005, the registrant and a vendor entered into a
fee payment agreement for legal services, pursuant to which, in lieu of payment
in cash for certain obligations in the amount of $377,453.19 for services
previously provided, and for services to be provided by the vendor to the
registrant in the future, the registrant agreed to issue to the vendor an
aggregate of 350,000 shares of its common stock to such vendor. The sale was
made to an "accredited investor", as that term is defined under Rule 501 under
Regulation D of the Securities Act of 1933, as amended, pursuant to the
exemption from registration requirements under Rule 506 and Section 4(2) of the
Securities Act.
On March 10, 2005, the registrant and a vendor entered into a letter
agreement for investor communication and consulting services to be provided by
the vendor to the registrant. The agreement provides that, in lieu of payment in
cash for monthly fees equal to $7,000 per month, the registrant, at its option,
may issue to the vendor shares of its common stock. The term of the agreement is
one year with prior termination by either party without cause on thirty days
prior notice. In addition, the registrant agreed to issue to the vendor warrants
to purchase up to 75,000 shares of common stock at an exercise price of $1.80
per share for a five year term, which warrants shall vest with respect to 15,000
warrant shares upon execution of the agreement, and 5,000 warrant shares per
month thereafter. The sale was made pursuant to the exemption from registration
requirements under Regulation D and Section 4(2) of the Securities Act.
On March 8, 2005, the registrant and a vendor entered into an agreement
for payment of account, pursuant to which, in lieu of payment in cash
obligations equal to $20,668.66 for equipment provided by the vendor to the
registrant in the future, the registrant agreed to issue to the vendor an
aggregate of 10,994 shares of its common stock to such vendor, at a purchase
price of $1.88 per share. The sale was made pursuant to the exemption from
registration requirements under Regulation D and Section 4(2) of the Securities
Act.
On March 7, 2005, the registrant and a vendor entered into an agreement
for payment of account, pursuant to which, in lieu of payment in cash for
certain equipment and installation services provided and to be provided by the
vendor to the registrant in the future, the registrant agreed to issue to the
vendor an aggregate of 500,000 shares of its common stock to such vendor. The
sale was made to an "accredited investor", as that term is defined under Rule
501 under Regulation D of the Securities Act of 1933, as amended, pursuant to
the exemption from registration requirements under Rule 506 and Section 4(2) of
the Securities Act.
On March 7, 2005, the registrant and a vendor entered into an agreement
for payment of account, pursuant to which, in lieu of payment of cash
obligations equal to $250,000 for investor relations and research services
provided and to be provided by the vendor to the registrant in the future, the
registrant agreed to issue to the vendor an aggregate of 138,889 shares of its
common stock to such vendor, at a purchase price of $1.80 per share. The sale
was made to an "accredited investor", as that term is defined under Rule 501
under Regulation D of the Securities Act of 1933, as amended, pursuant to the
exemption from registration requirements under Rule 506 and Section 4(2) of the
Securities Act.
On December 1, 2004, the registrant and a vendor entered into an
investor relations agreement for investor communication and consulting services
to be provided by the vendor to the registrant. The agreement provides that, in
lieu of payment of cash fees equal to $45,000, the registrant shall pay shares
of its common stock to such vendor based upon a price of $0.985 cents per share,
or 45,685 shares of common stock. The term of the agreement was for a period of
three months commencing on December 6, 2004. The sale was made pursuant to the
exemption from registration requirements under Regulation D and Section 4(2) of
the Securities Act.
SIGNATURES
According 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, thereunto duly authorized on March 11, 2005.
RAMP CORPORATION
/s/ Ron Munkittrick
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By: Ron Munkittrick
Its: Chief Financial Officer
Date: March 11, 2005