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 8, 2004
WARP TECHNOLOGY HOLDINGS, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 000-33197 88-0467845
---------------------- --------------------- ----------------------
(State of (Commission File No.) (I.R.S. Employer
Incorporation) Identification
Number)
151 Railroad Avenue, Greenwich, Connecticut 06830
-------------------------------------------------
(Address of Principal Executive Offices)
(203) 422-2950
--------------
(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 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))
-------------------------------------------------------------------------------
FORM 8-K
Warp Technology Holdings, Inc.
Section 1 - Registrant's Business and Operations
Section 2 - Financial Information
Section 3 - Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders.
Warp Technology Holdings, Inc. (the "Company"), has approved a one
hundred-for-one (100:1) reverse stock split (the "Reverse Split") of the
Company's common stock, par value $0.00001 (the "Common Stock"). The Company's
Board of Directors (the "Board") has determined that it would be in the
Company's best interest to conduct the Reverse Split and approved this corporate
action by unanimous written consent.
REASONS FOR THE REVERSE STOCK SPLIT:
In preparation for potential equity financing to fund the acquisition of Gupta
Technologies, LLC, the Company has effected the Reverse Split to reduce the
number of outstanding shares of Common Stock.
For these reasons, the Board determined that the Reverse Split is in the best
interest of the Company and its shareholders.
EFFECTS OF THE REVERSE STOCK SPLIT:
Company Name and Symbol.
The Company is not changing its name in connection with the Reverse
Split.
The Company's Common Stock is quoted on the OTC Bulletin Board under
the symbol WRPT. As a consequence of the Reverse Split, the Company's symbol
will change. The new symbol will be assigned prior to the Effective Date of the
Reverse Split.
Effective Date; Payment and Delivery.
The Reverse Split shall be effective on the opening of business on
November 18, 2004 (the "Effective Date").
As of the opening of business on the Effective Date, the total number
of issued and outstanding shares of the Company's Common Stock held by each
stockholder will be converted automatically into the number of whole shares of
Common Stock equal to (i) the number of issued and outstanding shares of Common
Stock held by such stockholder immediately prior to the Reverse Split, divided
by (ii) 100.
No fractional shares will be issued, and no cash or other consideration
will be paid. Instead of issuing fractional shares, the Company will issue one
full share of the post-Reverse Split Common Stock to any stockholder who
otherwise would have received a fractional share as a result of the Reverse
Split.
Stock Certificates.
After the Reverse Split there is no requirement that stockholders
obtain new or replacement stock certificates. Each stockholder of record of
shares of the Company's Common Stock outstanding immediately prior to the
Reverse Split may contact the Company's Transfer Agent to exchange the
certificates representing such stockholder's shares of pre-Reverse Split Common
Stock for new certificates representing the number of whole shares of
post-Reverse Split Common Stock into which the shares have been converted.
Transfer Agent.
The Company's Transfer Agent is the Pacific Stock Transfer Company (the
"Transfer Agent"). The Company is not changing its Transfer Agent in connection
with the Reverse Split.
The contact information for the Company's Transfer Agent is as follows:
Pacific Stock Transfer Company
500 E. Warm Springs Road
Suite 240
Las Vegas, NV 89119
Phone: (702) 361-3033
Facsimile: (702) 433-1979
State Filing.
The Reverse Split was effected by the filing a Certificate of Change
Pursuant to Nevada Revised Statutes ("NRS") Sec. 78.209 (the "Certificate"),
which was filed with the Nevada Secretary of State ("SOS") on November 8, 2004.
Under Nevada law, no amendment to the Company's Articles of Incorporation is
required in connection with this Reverse Split. A copy of the Certificate is
attached as an Exhibit hereto.
Stockholder Approval.
Under Nevada law, since the Reverse Split was approved by the Board of
Directors of the Company in accordance with NRS Sec. 78.207, no stockholder
approval is required. NRS Sec. 78.207 provides that Nevada corporations may act
to decrease the authorized shares of Common Stock and correspondingly decrease
the number of issued and outstanding shares of Common Stock by the approval of
the Board and without any stockholder vote, provided that no class of stock is
adversely affected by the change, and provided that the Company is not paying
money or issuing scrip to stockholders who would otherwise be entitled to
receive a fractional share. Since the Reverse Split does not adversely affect
any class of stock of the Company, and since stockholders otherwise entitled to
a fractional share will receive one whole share of Common Stock upon the
effectiveness of the Reverse Split, the Company has complied with these
requirements.
Capitalization.
The Company is currently authorized to issue 500,000,000 shares of
Common Stock. After the Reverse Split becomes effective, the Company will be
authorized to issue 5,000,000 shares of Common Stock. As of October 7, 2004,
there were 97,471,135 shares of Common Stock outstanding. After the Reverse
Split becomes effective, there will be approximately 975,000 shares of Common
Stock outstanding (subject to adjustment due to the effect of the rounding up of
fractional shares). The Reverse Split will not have any effect on the stated par
value of the Common Stock.
The Reverse Split does not affect the Company's Preferred Stock. After
the Reverse Split the Company's authorized Preferred Stock and the shares of
issued and outstanding Preferred Stock will remain unchanged.
After the Reverse Split becomes effective, each shareholder's
percentage ownership interest in the Company and proportional voting power will
remain virtually unchanged except for minor changes and adjustments that will
result from rounding fractional shares into whole shares. The rights and
privileges of the holders of shares of voting capital stock will be
substantially unaffected by the Reverse Split. All issued and outstanding
options, warrants, and convertible securities would be appropriately adjusted
for the Reverse Split automatically on the effective date of the Reverse Split.
All shares, options, warrants or convertible securities that the Company has
agreed to issue (or agrees to issue prior to the Effective Date of the Reverse
Split) also will be appropriately adjusted for the Reverse Split.
The reverse stock split may also result in some shareholders holding
"odd lots" of less than 100 shares of Common Stock. Brokerage commissions and
other costs of transactions in odd lots may be higher, particularly on a
per-share basis, than the cost of transactions in even multiples of 100 shares.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS:
The following discussion describes certain material federal income tax
considerations relating to the proposed reverse stock split. This discussion is
based upon the Internal Revenue Code, existing and proposed regulations
thereunder, legislative history, judicial decisions, and current administrative
rulings and practices, all as amended and in effect on the date hereof. Any of
these authorities could be repealed, overruled, or modified at any time. Any
such change could be retroactive and, accordingly, could cause the tax
consequences to vary substantially from the consequences described herein. No
ruling from the Internal Revenue Service (the "IRS") with respect to the matters
discussed herein have been requested, and there is no assurance that the IRS
would agree with the conclusions set forth in this discussion.
This discussion may not address federal income tax consequences that
may be relevant to particular shareholders in light of their personal
circumstances or to shareholders who may be subject to special treatment under
the federal income tax laws. This discussion also does not address any tax
consequences under state, local or foreign laws.
SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCE OF THE REVERSE STOCK SPLIT FOR THEM, INCLUDING THE APPLICABILITY OF
ANY STATE, LOCAL OR FOREIGN TAX LAWS, CHANGES IN APPLICABLE TAX LAWS AND ANY
PENDING OR PROPOSED LEGISLATION.
The reverse stock split is intended to be a tax-free recapitalization
to the Company and its shareholders, except for those shareholders who receive a
whole share of stock in lieu of fractional shares. Hence, shareholders will not
recognize any gain or loss for federal income tax purposes as a result of the
reverse stock split, except for those shareholders receiving a whole share of
common stock in lieu of a fractional share (as described below). The holding
period for such shares of stock after the reverse split will include the holding
period of shares of stock before the reverse stock split, provided that such
shares of stock are held as a capital asset at the effective date of the
amendment. The adjusted basis of the shares of common stock after the reverse
stock split will be the same as the adjusted basis of the shares of stock before
the reverse stock split excluding the basis of fractional shares.
A shareholder who receives a whole share of common stock in lieu of a
fractional share generally may recognize gain in an amount not to exceed the
excess of the fair market value of such whole share over the fair market value
of the fractional shares to which the shareholder was otherwise entitled.
Section 4 - Matters Related to Accountants and Financial Statements
Section 5 - Corporate Governance and Management
Section 6 - [Reserved]
Section 7 - Regulation FD
Section 8 - Other Events
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Exhibit
------ -------
3.9# Certificate of Change Pursuant to Nevada Revised Statutes
Sec. 78.209, as filed with the Secretary of State of the State
of Nevada on November 8, 2004.
# Filed herewith.
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.
Dated: November 11, 2004 Warp Technology Holdings, Inc.
(Registrant)
By: /s/ Ernest C. Mysogland
------------------------------
Name: Ernest C. Mysogland
Title: Executive Vice President,
Chief Legal Officer and Secretary