SECTION 2 FINANCIAL INFORMATION |
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation under an Off- |
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Balance Sheet Arrangement of a Registrant. |
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As previously reported, on June 2, 2006 the Company consummated a private placement |
with Laurus Master Fund, Ltd., a Cayman Islands corporation (Laurus), pursuant to which the |
Company issued to Laurus a secured term note in the principal amount of $1,700,000 (the |
Note). The Note was divided into two pieces, consisting of an Amortizing Principal Amount |
of $650,000 and a Non-Amortizing Principal Amount of $1,050,000. On June 2, 2006, the |
Company received the Amortizing Principal Amount, and the Non-Amortizing Principal Amount |
was placed in a restricted cash account and held in escrow pending a future transaction. The |
Company received the Non-Amortizing Principal Amount on November 15, 2006, because it met |
certain performance milestones that had been established by Laurus. The Note matures on May |
31, 2009 and requires monthly principal payments beginning on June 1, 2007. Interest is |
payable on the unpaid principal on the Note at a rate per annum equal to the prime rate |
published in The Wall Street Journal from time to time, plus two percent (2%). |
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Please see Item 1.01 of the Companys June 2, 2006 Current Report on Form 8-K, which |
is incorporated herein by reference, for a description of the terms of the sale of the Note to |
Laurus. |
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SECTION 3 SECURITIES AND TRADING MARKETS |
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Item 3.02. |
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Unregistered Sales of Equity Securities. |
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On November 20, 2006, the Company paid to Source Capital Group, Inc. (Source |
Capital), in consideration of the introduction made by Source Capital of Laurus to the Company, |
a finders fee in the amount of $84,000 and issued to or at the direction of Source Capital |
common stock purchase warrants (the Source Warrants) to purchase up to an aggregate of |
400,000 shares of Common Stock at an exercise price of $0.21 per share. The Source Warrants |
expire on November 15, 2010. The Source Warrants were issued in reliance on the exemption |
from registration provided by Section 4(2) of the Act, on the basis that their issuance did not |
involve a public offering and satisfied the conditions of Rule 506 of the Act, and Source Capital |
represented to us that it is an accredited investor, as defined in the Act. |
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SECTION 9 FINANCIAL STATEMENT AND EXHIBITS |
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Item 9.01 |
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Financial Statements and Exhibits. |
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(c) |
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Exhibits. |
404839/04081.00042 |
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Number |
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Documents |
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10.1 |
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Securities Purchase Agreement, dated as of May 31, 2006, between eLEC |
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Communications Corp. and Laurus Master Fund, Ltd., incorporated by |
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reference to Exhibit 10.1 to the Companys Current Report on Form 8-K |
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dated June 2, 2006 |
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10.2 |
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Secured Term Note, dated as of May 31, 2005, between eLEC |
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Communications Corp. and Laurus Master Fund, Ltd. incorporated by |
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reference to Exhibit 10.2 to the Companys Current Report on Form 8-K |
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dated June 2, 2006. |
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10.3 |
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Reaffirmation and Ratification Agreement, dated as of May 31, 2006, |
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executed by eLEC Communications Corp., New Rochelle Telephone |
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Corp., Telecarrier Services, Inc., Vox Communications Corp., Line One, |
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Inc., AVI Holding Corp. and TelcoSoftware.com Corp., incorporated by |
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reference to Exhibit 10.3 to the Companys Current Report on Form 8-K |
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dated June 2, 2006. |
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10.4 |
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Form of Common Stock Purchase Warrant, dated as of November 15, |
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2006, issued by eLEC Communications Corp. to or on the order of Source |
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Capital Group, Inc., incorporated by reference to Exhibit 10.6 to the |
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Companys Current Report on Form 8-K dated June 2, 2006. |
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404839/04081.00042 |
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