-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FS0b37M6QpfsoDANB0U1aSSMGOZESP36SlhWv9cdSHIx3Mj+9YY2GmtNKHpv4gbv QWiiAthttr5kh2c3U2yAyA== 0000930413-06-002866.txt : 20060412 0000930413-06-002866.hdr.sgml : 20060412 20060412172212 ACCESSION NUMBER: 0000930413-06-002866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060407 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060412 DATE AS OF CHANGE: 20060412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTIX GROUP INC CENTRAL INDEX KEY: 0000842010 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 752340624 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50589 FILM NUMBER: 06756689 BUSINESS ADDRESS: STREET 1: 170 CAMBRIDGE STREET STREET 2: ---------------------------------------- CITY: BURLINGTON STATE: MA ZIP: 01803-2933 BUSINESS PHONE: 781 229 2589 MAIL ADDRESS: STREET 1: 170 CAMBRIDGE STREET CITY: BURLINGTON STATE: MA ZIP: 01803-2933 FORMER COMPANY: FORMER CONFORMED NAME: CYTO SKIN CARE CORP DATE OF NAME CHANGE: 19940406 FORMER COMPANY: FORMER CONFORMED NAME: BRIGHT STAR WORLD ENTERTAINMENT INC DATE OF NAME CHANGE: 19931109 FORMER COMPANY: FORMER CONFORMED NAME: DETERMINISTICS INC DATE OF NAME CHANGE: 19890919 8-K 1 c42022_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) APRIL 7, 2006 ------------------------------- UTIX Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of registrant as specified in its charter) Delaware 0-24015 75-2340624 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 7 New England Executive Park, Suite 610 01803 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (781) 229-2589 ----------------------------- - -------------------------------------------------------------------------------- (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)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 13, 2006 (the "Effective Date"), we entered into a Purchase Agreement (the "Agreement") with Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P., Special Situations Fund III, QP, L.P., Palisades Master Fund LP, SCG Capital, LLC, Tradewinds Fund Ltd., Little Wing LP, Gary Palmer and Richard Shanley (collectively, the "Investors"), pursuant to which we sold to the Investors an aggregate of (a) 1,093 shares of our Series A Convertible Preferred Stock, $.001 par value per share ("Series A Preferred Stock"), and (b) warrants ("Warrants") to purchase up to 68,312,500 shares of our common stock, $.001 par value ("Common Stock"), for a aggregate purchase price of $5,465,000. Pursuant to Section 2(b) of the Agreement, we granted Special Situations Fund III, L.P., Special Situations Cayman Fund, L.P., Special Situations Private Equity Fund, L.P., and Special Situations Fund III, QP, L.P. (the "SSF Investors") the right, allocable among the SSF Investors as they may determine in their sole discretion, exercisable at any time, and from time to time, in whole or in part, on or prior to the first anniversary of the closing date (the "Closing Date") of the offering contemplated thereby, to acquire up to $2,000,000 of additional shares of our Series A Preferred Stock and Warrants, on the same terms and conditions as those purchased by the Investors (the "SSF Option"). Section 9.6 of the Agreement provides that the observance of any term of the Agreement may be waived (either generally, or in a particular instance, and either retroactively or prospectively), by our written consent, and the written consent of the Investors, and such waiver is binding upon us and each holder of any securities purchased under the Agreement. As of April 7, 2006, our Company and the Investors consented to waive the SSF Option, generally, permanently and retroactively to the Effective Date (the "Consent"). A copy of the Consent is attached hereto as Exhibit 10.1, and is incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibits -------- 10.1 Consent to Waive SSF Option 2 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. UTIX GROUP, INC. Date: APRIL 12, 2006 By: /s/ ANTHONY G. ROTH ------------------------------ -------------------------- Anthony G. Roth President and CEO 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 Consent to Waive SSF Option 4 EX-10.1 2 c42022_ex10-1.txt CONSENT The undersigned, being all of the parties to that certain Purchase Agreement (the "AGREEMENT"), dated as of January 13, 2006 (the "EFFECTIVE DATE"), and certain other papers, agreements, documents, instruments and certificates necessary to carry out the purposes thereof (collectively referred to as the "PURCHASE DOCUMENTS"), do hereby consent to the following: WHEREAS, pursuant to Section 2(b) of the Agreement, Utix Group, Inc. (the "COMPANY") granted Special Situations Fund III, L.P. ("SSF"), and certain other investors affiliated with SSF (the "SSF INVESTORS"), the right, allocable among the SSF Investors as they may determine in their sole discretion (the "SSF OPTION"), exercisable at any time, and from time to time, in whole or in part, on or prior to 5:00 p.m., New York Time, on the first anniversary of the closing date (the "CLOSING DATE") of the private offering contemplated thereby (the "OFFERING"), to acquire additional shares of Series A Preferred Stock and Warrants of the Company (the "SECURITIES"), on the same terms and conditions as those purchased by the SSF Investors, and certain other investors (collectively, the "INVESTORS") on the Closing Date; and WHEREAS, pursuant to Section 7.9(d) of the Agreement, the Company was required to mail an Information Statement to the stockholders of the Company, no later than February 20, 2006 (the "MAILING DATE"); and WHEREAS, pursuant to Section 9.6 of the Agreement, the observance of any term of the Agreement may be waived (either generally, or in a particular instance, and either retroactively or prospectively), by written consent of the Company and the Investors, and such waiver shall be binding upon each holder of any Securities purchased under the Agreement and the Company. NOW, THEREFORE, the Company and the Investors hereby consent to the following: 1. The SSF Option is hereby waived generally, permanently and retroactively to the Effective Date; and 2. The Mailing Date is hereby extended to March 17, 2006 (the date on which the mailing to the Company's stockholders was actually completed). Except as specifically set forth herein, the Purchase Documents shall remain in full force and effect, and the terms and conditions contained therein are hereby ratified and confirmed. Page 1 of 3 This consent may be executed in counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument. Dated: March 30th, 2006 THE COMPANY: UTIX GROUP, INC. By: /s/ ANTHONY ROTH ------------------------------------ Name: Anthony Roth Title: President and Chief Executive Officer THE INVESTORS: SPECIAL SITUATIONS FUND III, QP, L.P. By: /s/ AUSTIN W. MARXE ------------------------------------ Name: Austin W. Marxe Title: SPECIAL SITUATIONS FUND III, L.P. By: /s/ AUSTIN W. MARXE ------------------------------------ Name: Austin W. Marxe Title: SPECIAL SITUATIONS CAYMAN FUND, L.P. By: /s/ AUSTIN W. MARXE ------------------------------------ Name: Austin W. Marxe Title: General Partner SPECIAL SITUATIONS PRIVATE EQUITY FUND, L.P. By: /s/ AUSTIN W. MARXE ------------------------------------ Name: Austin W. Marxe Title: Page 2 of 3 PALISADES MASTER FUND, L.P. By: ANDREW RECKLES ------------------------------------ Name: Andrew Reckles Title: General Partner LITTLE WING L.P. By: /s/ PARKER QUILLEN ------------------------------------ Name: Parker Quillen Title: President of Quilcap, Quilcap as General Partner TRADE WINDS LTD. By: /s/ PARKER QUILLEN ------------------------------------ Name: Parker Quillen Title: President of Quilcap International Corp., As Investment Manager SCG CAPITAL, LLC By: /S/ STEVEN GUDULD ------------------------------------ Name: Steven Guduld Title: President /s/ GARY PALMER --------------------------------------- Gary Palmer /s/ RICHARD SHANLEY --------------------------------------- Richard Shanley Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----