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): November 14, 2007
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 74-3055158
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5775 FLATIRON PARKWAY, SUITE 230
BOULDER, COLORADO 80301
(Address of Principal Executive Offices/Zip Code)
(303) 541-1005
(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:
|_| 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-4c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See Item 2.03
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP.
On November 14, 2007, the Registrant filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Colorado. This Court has
jurisdiction over this proceeding as of the date of the filing of the petition.
The Registrant will continue to operate its business as a "debtor-in-possession"
under the jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the Court.
Under the terms of this voluntary petition under Chapter 11, Patron and
the its secured creditors, Apex Investment Fund V, L.P. and Laidlaw FSP, Inc.
have agreed to seek Bankruptcy Court approval for the sale of Patron's assets,
including the FormStream(TM) mobile field reporting software business to Laidlaw
FSP, Inc. The investors in this new company will be investing substantial new
capital to fund the operations and future development of FormStream software.
Investors included in this new company will be Apex Investment V, L.P. who is
today Patron's largest shareholder and the holder of Patron's secured debt.
Operating under the provisions of Chapter 11 allows the operational activities
of FormStream to continue while the sale of FormStream(TM) and the financial
disposition of Patron is completed. Although Patron and Laidlaw FSP, Inc. have
entered into an Asset Purchase Agreement, other parties will be entitled to bid
on Patron's assets in accordance with procedures approved by the Bankruptcy
Court. Any party seeking additional information may contact Patron's Chapter 11
Bankruptcy counsel, Jeffrey S. Brinen, Esq., at Kutner Miller Brinen, P.C., 303
E. 17th Avenue, Suite 500, Denver, Colorado 80203.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On November 14, 2007, the Registrant entered into a Bankruptcy Court
approved debtor-in-possession ("DIP") financing arrangement with Laidlaw FSP,
Inc. ("FSP") whereby FSP will loan to the Registrant up to $500,000. Interest on
the DIP financing is simple interest accruing on the unpaid principal amount at
10% per annum.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 PRESS RELEASE DATED NOVEMBER 16, 2007, REGARDING THE
COMPANY'S FILINGS UNDER THE BANKRUPTCY CODE.
2
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: November 30, 2007 By: /S/ ROBERT CROSS
--------------------------------------
Robert Cross
Chairman of the Board of Directors and
Acting Chief Executive Officer
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 PRESS RELEASE DATED NOVEMBER 16, 2007, REGARDING THE COMPANY'S
FILINGS UNDER THE BANKRUPTCY CODE.
4