form8k_03062008.htm
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): March 6, 2008
FINDEX.COM,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29963
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88-0378462
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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620
North 129th
Street, Omaha, Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(402)
333-1900
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Not
Applicable
(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 (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))
Item
1.01 – Entry into a Material Definitive Agreement.
On March
6, 2008, FindEx.com, Inc., the registrant (the “Company”), entered into and
consummated an agreement with Barron Partners, L.P., an affiliate of and the
single largest record and beneficial shareholder of the Company (“Barron”),
pursuant to which certain outstanding common stock purchase warrants held by
Barron were immediately canceled in exchange for a single cash payment that was
made by the Company to Barron in the amount of $150,000 (the “Warrant
Cancellation Agreement”). Prior to this transaction, the subject
warrants would have permitted the holder to purchase (i) up to 10,937,500 shares
of the Company’s common stock at a price of $0.18 per share until November 9,
2009, and (ii) also until November 9, 2009, up to an additional 10,937,500
shares of the Company’s common stock at a price of $0.60 per
share. These warrants were originally issued in July, 2004 as part of
a private placement transaction involving Barron, and they were thereafter
amended in September, 2004. As a result of this transaction, these
warrants are now null and void for all purposes.
As of the
date of this Current Report on Form 8-K, Barron is the record holder of 39.96%
of our total outstanding common stock and, subject to the restrictions contained
in Article VII, subsection B of our Articles of Incorporation, controls the vote
associated with such shares.
Among
other provisions, the Warrant Cancellation Agreement contains cross provisions
pursuant to which each of the parties agree to indemnify one another for any
liabilities resulting from the cancellation of the warrants. The
foregoing description of the Warrant Cancellation Agreement does not purport to
be complete and is qualified in their entirety by the Warrant Cancellation
Agreement itself, a copy of which is annexed to this Current Report on Form 8-K
as Exhibit 10.30 and incorporated herein by reference.
Item 9.01
– Financial Statements and Exhibits.
The
following exhibits are filed herewith:
(d) Exhibits
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Exhibit No.
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Description
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10.30
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Warrant
Cancellation Agreement between Findex.com, Inc. and Barron Partners, L.P.
dated March 6, 2008.
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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.
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FINDEX.COM,
INC. |
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Dated:
March 10, 2008
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By:
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/s/
Steven Malone |
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Steven
Malone |
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President
& Chief Executive Officer |
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