Filed Pursuant to Rule 424(b)3 and Rule 424(c)
Registration No. 333-123864
WARP Technology Holdings, Inc.
Prospectus Supplement No. 2 Dated September 19, 2005
To the Prospectus Dated July 22, 2005
On September 16, 2005, we filed with the Securities and Exchange Commission
the attached Current Report on Form 8-K. The attached information supplements
the information in the prospectus.
This prospectus supplement should be read in conjunction with the prospectus
and the prospectus supplement dated August 17, 2005, which are required to be
delivered with this prospectus supplement. The prospectus is accompanied by a
copy of our Annual Report on Form 10-KSB for the year ended June 30, 2004 and a
copy of our Quarterly Report on Form 10-QSB for the quarter ended March 31,
2005.
Investing in our Common Stock involves a high degree of risk. You should
carefully consider the "Risk Factors" beginning on page 3 of the prospectus in
determining whether to purchase the Common Stock.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed on the
adequacy or accuracy of the disclosures in this supplement. Any representation
to the contrary is a criminal offense.
Prospective investors should rely only on the information contained in this
supplement, the prospectus or information specifically incorporated by reference
in the prospectus or this supplement. We have not authorized anyone to provide
prospective investors with information that is different.
The date of this prospectus supplement is September 19, 2005
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): September 12, 2005
Warp Technology Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-33197 88-0467845
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
200 Railroad Avenue, Greenwich, Connecticut 06830
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: 203 422 2950
Not Applicable
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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))
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Item 1.01 Entry into a Material Definitive Agreement.
Acquisitions of The David Corporation, ProfitKey International, LLC, Foresight
Software, Inc. and Process Software, LLC
On September 12, 2005, Warp Technology Holdings, Inc. operating under the name
Halo Technology Holdings ("Halo" or the "Company") entered into a Purchase
Agreement (the "Purchase Agreement") with Platinum Equity, LLC (the
"David/ProfitKey Seller"), EnergyTRACS Acquisition Corp. (the "Foresight
Seller") and Milgo Holdings, LLC (the "Process Seller" and together with the
David/ProfitKey Seller and the Foresight Seller, the "Sellers") for the
acquisition of 100% of the Equity Interests in The David Corporation, ProfitKey
International, LLC, Foresight Software, Inc. and Process Software, LLC (the
"Acquisition"). Under the terms of the Purchase Agreement, the David/ProfitKey
Seller shall sell, assign and deliver 100% of the common stock, no par value per
share of the David Corporation, a California Corporation (the "David Stock") and
a 100% membership interest in ProfitKey International LLC, a Delaware limited
liability company (the "ProfitKey Membership Interest"), the Foresight Seller
shall sell, assign and deliver 100% of the common stock, par value $0.01 per
share of the Forsight Software, Inc., a Delaware corporation (the "Foresight
Stock") and the Process Seller shall sell, assign and deliver a 100% membership
interest in Process Software, LLC, a Delaware limited liability company (the
"Process Membership Interest") to the Company in exchange for the payment of an
aggregate of Twelve Million Dollars ($12,000,000) in cash.
Platinum Equity, LLC is a Seller under the Purchase Agreement. An affiliate of
Platinum Equity, Gupta Holdings, LLC, owns 2,020,000 shares of Series C
Preferred Stock of the Company, which is convertible into 2,020,000 shares of
Common Stock of the Company, and warrants to acquire 2,312,336 shares of Common
Stock. On an as converted basis, the shares of Series C Preferred Stock held by
Gupta Holdings, LLC would represent approximately 10% of the then outstanding
shares of Common Stock of the Company.
Under the Purchase Agreement, the Sellers made certain customary representations
and warranties to the Company concerning the acquired companies and the Company
made certain customary representations and warranties to the Sellers. The
Purchase Agreement contains indemnity terms which provide that each party shall
indemnify the other party for breaches of representations and warranties and
covenants made under the agreement, provided that neither party shall be
required to pay any damages unless the aggregate amount of all damages exceeds
certain limits contained in the Purchase Agreement and provided further that
neither party shall be liable for damages in excess of certain limits contained
in the Purchase Agreement, other than for specified breaches of covenants by
each Seller.
The Acquisition is scheduled to close on September 30, 2005, subject to
customary conditions precedent including accuracy of representations and
warranties at the closing date, satisfaction of all closing conditions and
simultaneous closing of the Tesseract Merger Agreement described below. The
Company expects to raise the funds to close the Acquisition and the Merger
described below from lenders under its existing Credit Agreement, and from
equity investors. The Company's management is confident that sufficient funds
will be raised to finance these transactions. However, this
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can not be assured. Failure to obtain the expected financing could prevent the
Company from closing the Acquisition and the Merger described below and could
have a material adverse effect on the Company.
A copy of the Purchase Agreement is attached as Exhibit 10.86 and is
incorporated herein by reference. The foregoing description of the Purchase
Agreement is qualified in its entirety by reference to the full text of the
Purchase Agreement.
The Tesseract Acquisition
On September 12, 2005, the Company entered into a Merger Agreement (the "Merger
Agreement") with TAC/Halo, Inc., a wholly owned subsidiary of the Company (the
"Merger Sub"), Tesseract Corporation ("Tesseract") and Platinum Equity, LLC
("Seller"). Under the terms of the Merger Agreement, Tesseract shall be merged
with and into the Merger Sub (the "Merger") and shall survive as a wholly-owned
subsidiary of the Company. The aggregate consideration payable pursuant to the
Merger to Seller as the holder of 100% of the common stock, par value $0.01 per
share of Tesseract (the "Stock") shall consist of (a) $5,500,000 in cash payable
at the closing of the Merger, (b) that number of shares of Series D Preferred
Stock as shall be obtained by dividing $6,750,000 by a divisor to be agreed upon
by the Company and Seller, and (c) a promissory note in the original principal
amount of $1,750,000, delivered at closing and payable no later than March 31,
2006. The number of shares and terms of the Series D Preferred Stock have not
yet been agreed upon.
In connection with the issuance of Series D Preferred Stock to Tesseract, the
Company has agreed to enter into a Registration Rights Agreement pursuant to
which the Company agrees to register the common stock issuable upon conversion
of the Series D Preferred Stock. This agreement will be in a form to be agreed
upon by the Company and the Seller.
Gupta Holdings, LLC, an affiliate of the Seller, owns 2,020,000 shares of Series
C Preferred Stock of the Company, which is convertible into 2,020,000 shares of
Common Stock of the Company, and warrants to acquire 2,312,336 shares of Common
Stock. On an as converted basis prior to the consummation of Merger, the shares
of Series C Preferred Stock held by Gupta Holdings, LLC would represent
approximately 10% of the then outstanding shares of Common Stock of the Company.
Under the Merger Agreement, the Seller made certain customary representations
and warranties to the Company concerning the acquired companies and the Company
made certain customary representations and warranties to the Seller. The Merger
Agreement contains indemnity terms which provide that each party shall indemnify
the other party for breaches of representations and warranties and covenants
made under the agreement, provided that neither party shall be required to pay
any damages unless the aggregate amount of all damages exceeds certain limits
and provided further that neither party shall be liable for damages in excess of
certain limits, other than for breaches by the Seller of representations
relating to authority to enter into the agreement, capitalization, subsidiaries
and taxes.
The Merger is scheduled to close on September 30, 2005, subject to customary
conditions precedent including accuracy
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of representations and warranties at the closing date, satisfaction of all
closing conditions and simultaneous closing of the Purchase Agreement described
above. The Company expects to raise the funds to close the Merger and the
Acquisition described above from lenders under its existing Credit Agreement,
and from equity investors. The Company's management is confident that sufficient
funds will be raised to finance these transactions. However, this can not be
assured. Failure to obtain the expected financing could prevent the Company from
closing the Merger and the Acquisition described above and could have a material
adverse effect on the Company.
A copy of the Merger Agreement is attached as Exhibit 10.87 and is incorporated
herein by reference. The foregoing description of the Merger Agreement is
qualified in its entirety by reference to the full text of the Merger Agreement.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.86 Purchase Agreement, dated as of September 12, 2005, by and among Warp
Technology Holdings, Inc., Platinum Equity , LLC, EnergyTRACS Acquisition Corp.
and Milgo Holdings, LLC. Certain exhibits and schedules to the Purchase
Agreement are referred to in the text thereof and the Registrant agrees to
furnish them supplementally to the Securities and Exchange Commission upon
request.
10.87 Merger Agreement, dated as of September 12, 2005, by and among Warp
Technology Holdings, Inc., TAC/Halo, Inc. Tesseract Corporation and Platinum
Equity, LLC. Certain exhibits and schedules to the Merger Agreement are referred
to in the text thereof and the Registrant agrees to furnish them supplementally
to the Securities and Exchange Commission upon request.
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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.
Warp Technology Holdings, Inc.
September 16, 2005 By: Ernest Mysogland
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Name: Ernest Mysogland
Title: Chief Legal Officer
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Exhibit Index
Exhibit No. Description
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10.86 Purchase Agreement, dated as of September 12, 2005, by
and among Warp Technology Holdings, Inc., Platinum
Equity , LLC, EnergyTRACS Acquisition Corp. and Milgo
Holdings, LLC.
10.87 Merger Agreement, dated as of September 12, 2005, by and
among Warp Technology Holdings, Inc., TAC/Halo, Inc.
Tesseract Corporation and Platinum Equity, LLC.
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