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CUSIP No. 456664309 13D Page 1 of 8
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
InfoNow Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
456664309
(CUSIP Number)
Ernest C. Mysogland, Esq.
Halo Technology Holdings, Inc.
200 Railroad Avenue, 3rd Floor
Greenwich, CT 06830
(203) 422-2950
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 23, 2005
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Exchange Act of 1343 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 456664309 13D Page 2 of 8
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Halo Technology Holdings, Inc.
I.R.S. Identification No.: 88-0467845
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO; WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
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7 SOLE VOTING POWER
65,000 shares
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,190,867 shares
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 65,000 shares
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
2,190,867 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,255,670 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 456664309 13D Page 3 of 8
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to the common stock,
par value $0.001 (the "Common Stock"), of InfoNowCorporation, a Delaware
corporation (sometimes referred to herein as "Issuer" or "InfoNow"). The
principal executive offices of InfoNow are located at 1875 Lawrence Street,
Suite 1100, Denver, Colorado 80202.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this statement is Halo Technology Holdings,
Inc. ("Halo"). Halo is sometimes referred to in this Statement as the "Reporting
Person". Halo is a Nevada corporation.
(b) The address of Halo's principal business is 200 Railroad Avenue, Third
Floor, Greenwich, Connecticut 06830.
(c) Halo is a global provider of a diversified range of enterprise software
solutions.
(d) Neither the Reporting Person nor, to the Reporting Person's knowledge, any
individual listed on Schedule A is required to disclose legal proceedings
pursuant to Item 2(d).
(e) Neither the Reporting Person nor, to the Reporting Person's knowledge, any
individual listed on Schedule A is required to disclose legal proceedings
pursuant to Item 2(e).
(f) To the Reporting Person's knowledge, each of the individuals identified on
Schedule A attached hereto is a citizen of the United States.
Set forth on Schedule A is the name and present principal occupation or
employment, and the name, principal business, and address of any corporation or
other organization in which such employment is conducted, of each of the
directors and executive officers of Halo as of the date hereof.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Between August 29 and August 31, 2005, Halo purchased 65,000 shares of common
stock of InfoNow on the open-market for an aggregate purchase price of $40,578.
Halo used existing working capital to purchase these shares.
As an inducement for Halo to enter into the Merger Agreement described in Item 4
and in consideration thereof, each of Michael W. Johnson, Jeffrey D. Peotter,
Allan R. Spies and Duane Wentworth (collectively, the "Stockholders") each a
stockholder and director of InfoNow, entered into a stockholder voting agreement
(the "Stockholder Agreement") with Halo. Halo did not pay additional
consideration to the Stockholders in connection with the execution and delivery
of the Stockholder Agreement. In addition, the Stockholders granted Halo an
irrevocable proxy with respect to the Common Stock covered by the Stockholder
Agreement.
References to, and descriptions of the Merger, the Merger Agreement and the
Stockholder Agreement as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Stockholder Agreement
included as Exhibits 1 and 2, respectively to this Schedule 13D, and are
incorporated herein in their entirety where such references and descriptions
appear.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b)
Between August 29 and August 31, 2005, Halo purchased 65,000 shares of
common stock of InfoNow on the open-market for an aggregate purchase price of
$40,578. Halo purchased these share for investment purposes with the intention
to review their investment from time to time and possibly acquire additional
shares of common
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CUSIP No. 456664309 13D Page 4 of 8
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stock of InfoNow or engage in a strategic transaction, such as
a merger with InfoNow. At the time of the purchases, Halo had made initial
contact with InfoNow regarding a possible acquisition but had not yet received
any confidential information regarding InfoNow or engaged in any discussions
regarding the possible acquisition of InfoNow by Halo.
On December 23, 2005, Halo (then known as Warp Technology Holdings,
Inc..) entered into an Agreement and Plan of Merger (the "Merger Agreement") by
and among WTH Merger Sub, Inc. ("Merger Sub"), a newly formed wholly-owned
subsidiary of Halo, and InfoNow. Pursuant to the Merger Agreement, subject to
the conditions set forth therein (including approval of the Merger by
shareholders of InfoNow), Merger Sub will be merged with and into InfoNow (the
"Merger"), with InfoNow surviving the Merger (the "Surviving Corporation") as a
wholly-owned subsidiary of Halo.
Pursuant to and in order to induce Halo to enter into the Merger
Agreement, the Stockholders entered into the Stockholder Agreement with Halo.
Pursuant to the terms of the Stockholder Agreement, Halo is entitled to direct
the voting and prohibit the disposition of 2,190,867 shares of Common Stock
(assuming exercise in full by each of the Stockholders of all of their
outstanding options and warrants to purchase Common Stock), which represents
approximately 18.7% of the shares of Common Stock deemed to be outstanding
pursuant to Rule 13d-3 of the Exchange Act, and has been granted an irrevocable
proxy to vote all of such shares of Common Stock (i) in favor of the approval
and adoption of the Merger Agreement, the Merger and any actions related thereto
or contemplated thereby (collectively the "Transaction Documents") and (ii)
against any of the following (to the extent that such a vote, consent or
approval is sought): (a) any Company Acquisition Proposal (as defined in the
Merger Agreement), (b) any reorganization, recapitalization, liquidation or
winding up of InfoNow or any other extraordinary transaction involving InfoNow,
(c) any corporate action the consummation of which would frustrate the purposes
of, or prevent or delay the consummation of, the Merger and other transactions
contemplated by the Transaction Documents or (d) any other matter relating to,
or in connection with, any of the foregoing matters.
In addition, each of the Stockholders agreed that, during the term of
the Stockholder Agreement, they will not, without prior written consent of Halo,
directly or indirectly (i) grant any proxies or enter into any voting trust or
other agreement or arrangement with respect to the voting of any shares of
Common Stock with respect to any matter described in the Stockholder Agreement
or (ii) acquire, sell, assign, transfer, encumber or otherwise dispose of, or
enter into any contract, option or other arrangement or understanding with
respect to the direct or indirect acquisition or sale, assignment, transfer,
encumbrance or other disposition of any shares of Common Stock during the term
of the Stockholder Agreement other than pursuant to the Merger or the
Transaction Documents. Each of the Stockholders agreed not to seek or solicit
any such acquisition or sale, assignment, transfer, encumbrance of or other
disposition or any such contract, option or other arrangement or understanding
and agreed to notify Halo promptly, and to provide all details required by Halo,
if approached or solicited, directly or indirectly, by any person with respect
to the foregoing. Further, each of the Stockholders agreed that they will not
exercise any rights to demand appraisal of any shares of Common Stock which may
arise with respect to the Merger. Accordingly, Halo may be deemed to have shared
voting and dispositive power over the shares with each of the Stockholders.
The Stockholder Agreement terminates upon the termination of the Merger
Agreement.
The purpose of the transactions under the Stockholder Agreement are to enable
Halo and InfoNow to consummate the transactions contemplated under the Merger
Agreement.
(c) Not applicable.
(d) The officers and directors of Merger Sub shall be the initial directors and
officers of the Surviving Corporation, until their successors have been duly
elected or appointed and qualified or until their earlier death, resignation, or
removal in accordance with the Surviving Corporation's Articles of Incorporation
and bylaws.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
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CUSIP No. 456664309 13D Page 5 of 8
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(g) Upon consummation of the Merger, the certificate of incorporation of the
Surviving Corporation shall be amended and restated to be the same in substance
as the certificate of incorporation of Merger Sub as in effect immediately prior
to the Effective Time (except that the name of InfoNow will remain unchanged),
and said amended and restated certificate of incorporation shall be the
certificate of incorporation of the Surviving Corporation. At the consummation
of the Merger, the bylaws of the Surviving Corporation shall be amended and
restated to be the same in substance as the bylaws of Merger Sub as in effect
immediately prior to the Effective Time, and such amended and restated bylaws
shall be the bylaws of the Surviving Corporation until thereafter amended.
(h) - (i) The shares of Common Stock of InfoNow were de-listed from Nasdaq on
December 20, 2005 and InfoNow filed, on Form 15, a certification and notice of
termination of registration of its Common Stock on February 10, 2006.
(j) Other than as described above, the Reporting Person currently has no plans
or proposals which relate to, or may result in, any of the matters listed in
Items 4(a) - (j) of Schedule 13D (although the Reporting Person reserves the
right to develop such plans).
References to, and descriptions of, the Merger Agreement and the Stockholder
Agreement as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Stockholder Agreement,
respectively, included as Exhibits 1 and 2, respectively, to this Schedule 13D,
and incorporated in this Item 4 in their entirety where such references and
descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) Halo owns directly 65,000 shares of common stock of InfoNow.
Additionally, as a result of the Stockholder Agreement, Halo may be deemed to be
the beneficial owner of 2,190,867 shares of Common Stock of InfoNow, including
1,630,235 shares that the Stockholders have the right to acquire by exercising
outstanding options and warrants for shares of InfoNow Common Stock. Those
shares of Common Stock of InfoNow would constitute approximately 18.7% of the
issued and outstanding shares of Common Stock of InfoNow if all outstanding
options and warrants for shares of InfoNow Common Stock held by the Stockholders
were exercised, based on the 10,055,398 shares of Common Stock of InfoNow
outstanding as of the date of InfoNow's last Quarterly Report on Form 10-Q and
1,630,235 additional shares that would be outstanding if each Stockholder
exercised all outstanding options and warrants for shares of InfoNow Common
Stock held by such Stockholder. Halo may be deemed to have the shared power to
vote the shares of Common Stock with respect to those matters described above.
However, Halo (i) is not entitled to any rights as a stockholder of InfoNow as
to the shares of Common Stock and (ii) disclaims any beneficial ownership of the
shares of Common Stock. Halo does not have the power to dispose of the Shares.
(c) To the knowledge of the Reporting Persons, no transactions in the class of
securities reported have been effected during the past sixty days by any person
named pursuant to Item 2.
(d) To the knowledge of the Reporting Persons, no other person has the right to
receive or the power to direct receipt of dividends from, or the proceeds from
the sale of, the securities of InfoNow.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than the Merger Agreement and the exhibits thereto, including the
Stockholder Agreement and the exhibits thereto, to the knowledge of the
Reporting Person, there are no contracts, arrangements, understandings, or
relationships between the person named in Item 2 and any person with respect to
any securities of InfoNow, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding or proxies.
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CUSIP No. 456664309 13D Page 6 of 8
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
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Exhibit 1 Agreement and Plan of Merger, dated as of December 23, 2005, by and
among Warp Technology Holdings, Inc., operating under the name Halo
Technology Holdings, WTH Merger Sub, Inc., and InfoNow Corporation.
(1)
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Exhibit 2 Form of Stockholder Agreement, dated as of December 23, 2005, by and
among Warp Technology Holdings, Inc., operating under the name Halo
Technology Holdings, and the persons listed on Schedule I thereto
(included in Exhibit 1 of this Schedule 13D).
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(1) Incorporated by reference to Exhibit 10.110 to
Warp Technology Holdings, Inc.'s Current Report of
Form 8-K, filed on December 27, 2005.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.
Date: April 11, 2006
Halo Technology Holdings, Inc.
By: /s/ Ernest C. Mysogland
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Ernest C. Mysogland
Chief Legal Officer
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CUSIP No. 456664309 13D Page 7 of 8
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SCHEDULE A
Executive Officers and Directors of Halo Technology Holdings, Inc.
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The following tables set forth the name, business address and present principal
occupation or employment of each executive officer and director of Halo. The
business address of each executive officer is c/o Halo Technology Holdings,
Inc., 200 Railroad Avenue, Third Floor, Greenwich, Connecticut 06830.
EXECUTIVE OFFICERS
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Name Present Principal Occupation
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Rodney A. Bienvenu, Jr. Chairman of the Board (Director) and CEO
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Mark Finkel Chief Financial Officer
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Ernest C. Mysogland Chief Legal Officer
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Brian J. Sisko Chief Operating Officer
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Jeff Bailey Chief Executive Officer of Halo subsidiary Gupta Technologies, LLC
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Takeshi Taniguchi Controller
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DIRECTORS
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Name Present Principal Occupation
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Rodney A. Bienvenu, Jr. Chairman of the Board (Director) and CEO
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Mark Lotke Partner, FT Ventures
540 Madison Avenue
Suite 2600
New York, NY 10022
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John Boehmer Managing Partner, Barlow Group
One Dock Street, Suite 402
Stamford, CT 06902
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David Howitt President, Meriwether Group
2701 North Vaughn Street, Suite 435
Portland, Oregon
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CUSIP No. 456664309 13D Page 8 of 8
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EXHIBIT INDEX
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Exhibit 1 Agreement and Plan of Merger, dated as of December 23, 2005, by and among Warp
Technology Holdings, Inc., operating under the name Halo Technology Holdings, WTH
Merger Sub, Inc., and InfoNow Corporation. (1)
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Exhibit 2 Form of Stockholder Agreement, dated as of December 23, 2005, by and among Warp
Technology Holdings, Inc., operating under the name Halo Technology Holdings, and the
persons listed on Schedule I thereto (included in Exhibit 1 of this Schedule 13D).
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(1) Incorporated by reference to Exhibit 10.110 to
Warp Technology Holdings, Inc.'s Current Report of
Form 8-K, filed on December 27, 2005.
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