-----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, VgFhLf/V+306lWRk1PgP6xJVWgS/HjDl+tFMJjHs6MAZM8459raFN0SSSECh+ObV 3BuhaUyXU36JLNYSYrADog== 0000910680-04-001099.txt : 20041019 0000910680-04-001099.hdr.sgml : 20041019 20041019170857 ACCESSION NUMBER: 0000910680-04-001099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20041013 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041019 DATE AS OF CHANGE: 20041019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAMP CORP CENTRAL INDEX KEY: 0000890784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 841123311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15805 FILM NUMBER: 041085907 BUSINESS ADDRESS: STREET 1: 33 MAIDEN LANE CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 212-440-1500 MAIL ADDRESS: STREET 1: 33 MAIDEN LANE CITY: NEW YORK STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: MEDIX RESOURCES INC DATE OF NAME CHANGE: 19980218 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL NURSING SERVICES INC DATE OF NAME CHANGE: 19940719 8-K 1 f8k101304.txt CURRENT REPORT 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): October 13, 2004 Ramp Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-24768 84-1123311 (Commission File Number) (I.R.S. Employer Identification Number) (212) 440-1500 (Registrant's Telephone Number, Including Area Code) 33 Maiden Lane, New York, NY 10038 (Address of Principal Executive Offices) (Zip Code) 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 In October, 2004, Ramp Corporation (the "Company") entered into a letter agreement with two of its existing convertible noteholders, Willow Bend Management Ltd. and Cottonwood Ltd., with respect to the reduction of the exercise price of outstanding warrants to purchase an aggregate of 37,470,584 shares of common stock, par value $.001 per share ("Common Stock"), from prices ranging from $0.11 to $0.40, to $.0325 cents per share. In connection with the exercise of warrants to purchase an aggregate of 25,262,096 shares of Common Stock, the noteholders agreed to a reduction of principal amount of outstanding notes in the aggregate amount of $571,000 and to pay cash proceeds to the Company in the aggregate amount of $250,000. The text of each of the letter agreements is filed as Exhibits 99.1 and 99.2, respectively, hereto. In October, 2004, the Company entered into a letter agreement with an existing convertible noteholder, Hilltop Services Ltd., with respect to the reduction of the exercise price of outstanding warrants to purchase an aggregate of 17,129,416 shares of Common Stock, from prices ranging from $0.11 to $0.40, to $.0325 cents per share. In connection with the exercise of warrants to purchase an aggregate of 12,631,048 shares of Common Stock, the noteholder agreed to a reduction of principal amount of outstanding notes in the aggregate amount of $410,509. The text of the letter agreement is filed as Exhibit 99.3 hereto. A copy of the Company's press release issued to announce the entering into the aforementioned agreements is filed as Exhibit 99.4 hereto. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Letter Agreement, dated October 6, 2004, by and between the Company and Willow Bend Management Ltd. 99.2 Letter Agreement, dated October 6, 2004, by and between the Company and Cottonwood Ltd. 99.3 Letter Agreement, dated October 12, 2004, by and between the Company and Hilltop Services Ltd. 99.4 Press Release of the Company, dated October 19, 2004. SIGNATURES According 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, thereunto duly authorized on October 19, 2004. RAMP CORPORATION /s/ Andrew Brown ---------------------------------------- By: Andrew Brown Its: Chief Executive Officer Date: October 19, 2004 EX-99 2 exh99-1.txt EX-99.1; LETTER OF AGREEMENT DATED 10/06/04 Ramp Corporation 33 Maiden Lane New York, New York 10038 (212) 440-1500 October 6, 2004 Willow Bend Management Ltd. 2 Nevim Street Ramat Hasharon, Israel Attn: Ms. Michal Raviv Re: Amendment to Warrants and Reduction in Principal of Promissory Note ------------------------------------------------------------------- Gentlemen: Reference is made to: (i) that certain Note and Warrant Purchase Agreement, dated as of July 14, 2004 (the "Note Purchase Agreement"), by and between Ramp Corporation, a Delaware corporation (the "Company"), and Willow Bend Management Ltd. (the "Investor"), (ii) that certain Convertible Promissory Note No. J-2, dated July 14, 2004 (the "Note"), in the aggregate original principal amount of U.S. $2,100,000 (the "Original Principal Amount") issued by the Company in favor of the Investor, (iii) that certain Common Stock Purchase Warrant No. W-J04-A-2, dated July 14, 2004 ("Warrant No. 1"), exercisable into 4,683,823 shares of common stock, par value $.001 per share, of the Company ("Common Stock"), at an exercise price of $0.11 cents per share ("Warrant No. 1 Exercise Price"), issued by the Company to the Investor, (iv) that certain Common Stock Purchase Warrant No. W-J04-B-2, dated July 14, 2004 ("Warrant No. 2"), exercisable into 4,683,823 shares of Common Stock at an exercise price of $0.15 cents per share ("Warrant No. 2 Exercise Price"), issued by the Company to the Investor, (v) that certain Common Stock Purchase Warrant No. W-J04-C-2, dated July 14, 2004 ("Warrant No. 3"), exercisable into 4,683,823 shares of common stock at an exercise price of $0.35 cents per share ("Warrant No. 3 Exercise Price"), issued by the Company to the Investor, and (vi) that certain Common Stock Purchase Warrant No. W-J04-D-2, dated July 14, 2004 ("Warrant No. 4"), exercisable into 4,683,823 shares at an exercise price of $0.40 cents per share ("Warrant No. 4 Exercise Price"), issued by the Company to the Investor. For purposes of this letter agreement, (a) Warrant No. 1, Warrant No. 2, Warrant No. 3 and Warrant No. 4 are herein referred to collectively as the "Warrants" and (b) Warrant No. 1 Exercise Price, Warrant No. 2 Exercise Price, Warrant No. 3 Exercise Price, and Warrant No. 4 Exercise Price are herein referred to collectively as the "Exercise Price". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Investor hereby agree as follows: The Company represents and warrants to the Investor that, as of the date hereof, the Company had 240,497,105 shares of Common Stock issued and outstanding. On the condition that: (i) all of the 4,683,823 shares of Common Stock underlying Warrant No. 1 is exercised, (ii) all of the 4,683,823 shares of Common Stock underlying Warrant No. 2 is exercised, and (iii) 3,263,402 of the shares of Common Stock underlying Warrant No. 3 is exercised (the aggregate of 12,631,048 shares of Common Stock referred to herein collectively as the "Exercised Warrants"), the Exercise Price with respect to all of the shares of Common Stock underlying all of the Warrants shall be reduced to $.0325 cents per share. In consideration for the foregoing and as payment of the exercise price of $.0325 cents per share for the Exercised Warrants, the Investor shall immediately pay the Company the amount of $125,000 in cash, and, in accordance with Section 2 of the Warrants, the remaining $285,509 shall be paid through the reduction of Original Principal Amount outstanding under the Note. Each of the Company and the Investor agree that, notwithstanding anything to the contrary contained in Section 1(c) of the Note, any unpaid and accrued interest under the Note though the date hereof shall be due and payable on the Willow Bend Management Ltd. October 6, 2004 Page 2 Maturity Date (as defined in the Note). The Company agrees to issue certificates representing the shares underlying the Exercised Warrants to the Investor or, if such shares are sold by the Investor, to issue DWAC instructions for such shares to the Company's transfer agent. The Note Purchase Agreement, Note and Warrants are hereby deemed amended to reflect the foregoing. Except as amended hereby, the provisions of the Note Purchase Agreement, Note and the Warrants shall be unmodified and shall remain in full force and effect. As promptly as practicable but no later than four (4) business days following the exercise of the Warrants, the Company shall file a Form 8-K with the Securities and Exchange Commission as required under the rules and regulations of the Securities Exchange Act of 1934, as amended, and shall take such further actions as it shall deem necessary or appropriate to deliver the final prospectus, as amended or supplemented, relating to the sale of the shares of Common Stock underlying the Warrants under the Securities Act of 1933, as amended, and deliver same to the Investor prior to its sale of shares of Common Stock underlying the Warrants. The Investor agrees that it shall not sell any shares of Common Stock underlying the Warrants pursuant to the Registration Statement on Form S-3, No. 333-118457, without proper delivery of the final prospectus, as amended or supplemented. Please confirm your agreement to the foregoing by executing the enclosed copy of this letter and returning it to the undersigned, whereupon it shall become a binding agreement between us as of the date hereof. Very truly yours, RAMP CORPORATION By: ----------------------------------- Name: Andrew Brown Title: Chief Executive Officer ACCEPTED AND AGREED TO: WILLOW BEND MANAGEMENT LTD. By:______________________________ Name: Title: EX-99 3 exh99-2.txt EX-99.2; LETTER OF AGREEMENT DATED 10/06/04 Ramp Corporation 33 Maiden Lane New York, New York 10038 (212) 440-1500 October 6, 2004 Cottonwood Ltd. Moshav Bitzaron, Israel Attn: Mr. Neil Smollett Re: Amendment to Warrants and Reduction in Principal of Promissory Note ------------------------------------------------------------------- Gentlemen: Reference is made to: (i) that certain Note and Warrant Purchase Agreement, dated as of July 14, 2004 (the "Note Purchase Agreement"), by and between Ramp Corporation, a Delaware corporation (the "Company"), and Cottonwood Ltd. (the "Investor"), (ii) that certain Convertible Promissory Note No. J-1, dated July 14, 2004 (the "Note"), in the aggregate original principal amount of U.S. $2,100,000 (the "Original Principal Amount") issued by the Company in favor of the Investor, (iii) that certain Common Stock Purchase Warrant No. W-J04-A-1, dated July 14, 2004 ("Warrant No. 1"), exercisable into 4,683,823 shares of common stock, par value $.001 per share, of the Company ("Common Stock"), at an exercise price of $0.11 cents per share ("Warrant No. 1 Exercise Price"), issued by the Company to the Investor, (iv) that certain Common Stock Purchase Warrant No. W-J04-B-1, dated July 14, 2004 ("Warrant No. 2"), exercisable into 4,683,823 shares of Common Stock at an exercise price of $0.15 cents per share ("Warrant No. 2 Exercise Price"), issued by the Company to the Investor, (v) that certain Common Stock Purchase Warrant No. W-J04-C-1, dated July 14, 2004 ("Warrant No. 3"), exercisable into 4,683,823 shares of common stock at an exercise price of $0.35 cents per share ("Warrant No. 3 Exercise Price"), issued by the Company to the Investor, and (vi) that certain Common Stock Purchase Warrant No. W-J04-D-1, dated July 14, 2004 ("Warrant No. 4"), exercisable into 4,683,823 shares at an exercise price of $0.40 cents per share ("Warrant No. 4 Exercise Price"), issued by the Company to the Investor. For purposes of this letter agreement, (a) Warrant No. 1, Warrant No. 2, Warrant No. 3 and Warrant No. 4 are herein referred to collectively as the "Warrants" and (b) Warrant No. 1 Exercise Price, Warrant No. 2 Exercise Price, Warrant No. 3 Exercise Price, and Warrant No. 4 Exercise Price are herein referred to collectively as the "Exercise Price". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Investor hereby agree as follows: The Company represents and warrants to the Investor that, as of the date hereof, the Company had 240,497,105 shares of Common Stock issued and outstanding. On the condition that: (i) all of the 4,683,823 shares of Common Stock underlying Warrant No. 1 is exercised, (ii) all of the 4,683,823 shares of Common Stock underlying Warrant No. 2 is exercised, and (iii) 3,263,402 of the shares of Common Stock underlying Warrant No. 3 is exercised (the aggregate of 12,631,048 shares of Common Stock referred to herein collectively as the "Exercised Warrants"), the Exercise Price with respect to all of the shares of Common Stock underlying all of the Warrants shall be reduced to $.0325 cents per share. In consideration for the foregoing and as payment of the exercise price of $.0325 cents per share for the Exercised Warrants, the Investor shall immediately pay the Company the amount of $125,000 in cash, and, in accordance with Section 2 of the Warrants, the remaining $285,509 shall be paid through the reduction of Original Principal Amount outstanding under the Note. Each of the Company and the Investor agree that, notwithstanding anything to the contrary contained in Section 1(c) of the Note, any unpaid and accrued interest under the Note though the date hereof shall be due and payable on the Maturity Date (as defined in the Note). The Company agrees to issue certificates representing the shares Cottonwood Ltd. October 6, 2004 Page 2 underlying the Exercised Warrants to the Investor or, if such shares are sold by the Investor, to issue DWAC instructions for such shares to the Company's transfer agent. The Note Purchase Agreement, Note and Warrants are hereby deemed amended to reflect the foregoing. Except as amended hereby, the provisions of the Note Purchase Agreement, Note and the Warrants shall be unmodified and shall remain in full force and effect. As promptly as practicable but no later than four (4) business days following the exercise of the Warrants, the Company shall file a Form 8-K with the Securities and Exchange Commission as required under the rules and regulations of the Securities Exchange Act of 1934, as amended, and shall take such further actions as it shall deem necessary or appropriate to deliver the final prospectus, as amended or supplemented, relating to the sale of the shares of Common Stock underlying the Warrants under the Securities Act of 1933, as amended, and deliver same to the Investor prior to its sale of shares of Common Stock underlying the Warrants. The Investor agrees that it shall not sell any shares of Common Stock underlying the Warrants pursuant to the Registration Statement on Form S-3, No. 333-118457, without proper delivery of the final prospectus, as amended or supplemented. Please confirm your agreement to the foregoing by executing the enclosed copy of this letter and returning it to the undersigned, whereupon it shall become a binding agreement between us as of the date hereof. Very truly yours, RAMP CORPORATION By: ------------------------------------ Name: Andrew Brown Title: Chief Executive Officer ACCEPTED AND AGREED TO: COTTONWOOD LTD. By:____________________________ Name: Title: EX-99 4 exh99-3.txt EX-99.3; LETTER OF AGREEMENT DATED 10/12/04 Ramp Corporation 33 Maiden Lane New York, New York 10038 (212) 440-1500 October 12, 2004 Hilltop Services Ltd. Mevot David 8 Ramat Gan, Israel Attn: Ms. Mary Lowenthal Re: Amendment to Warrants and Reduction in Principal of Promissory Note ------------------------------------------------------------------- Gentlemen: Reference is made to: (i) that certain Letter Agreement, dated as of July 14, 2004 (the "Letter Agreement"), by and between Ramp Corporation, a Delaware corporation (the "Company"), and Hilltop Services Ltd. (the "Investor"), (ii) that certain Convertible Promissory Note No. J-3, dated July 14, 2004 (the "Note"), in the aggregate original principal amount of U.S. $1,920,000 (the "Original Principal Amount") issued by the Company in favor of the Investor, (iii) that certain Common Stock Purchase Warrant No. W-J04-A-3, dated July 14, 2004 ("Warrant No. 1"), exercisable into 4,282,354 shares of common stock, par value $.001 per share, of the Company ("Common Stock"), at an exercise price of $0.11 cents per share ("Warrant No. 1 Exercise Price"), issued by the Company to the Investor, (iv) that certain Common Stock Purchase Warrant No. W-J04-B-3, dated July 14, 2004 ("Warrant No. 2"), exercisable into 4,282,354 shares of Common Stock at an exercise price of $0.15 cents per share ("Warrant No. 2 Exercise Price"), issued by the Company to the Investor, (v) that certain Common Stock Purchase Warrant No. W-J04-C-3, dated July 14, 2004 ("Warrant No. 3"), exercisable into 4,282,354 shares of common stock at an exercise price of $0.35 cents per share ("Warrant No. 3 Exercise Price"), issued by the Company to the Investor, and (vi) that certain Common Stock Purchase Warrant No. W-J04-D-3, dated July 14, 2004 ("Warrant No. 4"), exercisable into 4,282,354 shares at an exercise price of $0.40 cents per share ("Warrant No. 4 Exercise Price"), issued by the Company to the Investor. For purposes of this letter agreement, (a) Warrant No. 1, Warrant No. 2, Warrant No. 3 and Warrant No. 4 are herein referred to collectively as the "Warrants" and (b) Warrant No. 1 Exercise Price, Warrant No. 2 Exercise Price, Warrant No. 3 Exercise Price, and Warrant No. 4 Exercise Price are herein referred to collectively as the "Exercise Price". For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Company and the Investor hereby agree as follows: The Company represents and warrants to the Investor that, as of the date hereof, the Company had 240,497,105 shares of Common Stock issued and outstanding. On the condition that: (i) all of the 4,282,354 shares of Common Stock underlying Warrant No. 1 is exercised, (ii) all of the 4,282,354 shares of Common Stock underlying Warrant No. 2 is exercised, and (iii) 4,066,340 of the shares of Common Stock underlying Warrant No. 3 is exercised (the aggregate of 12,631,048 shares of Common Stock referred to herein collectively as the "Exercised Warrants"), the Exercise Price with respect to all of the shares of Common Stock underlying all of the Warrants shall be reduced to $.0325 cents per share. In consideration for the foregoing and as payment of the exercise price of $.0325 cents per share for the Exercised Warrants, in accordance with Section 2 of the Warrants, $410,509 shall be paid through the reduction of Original Principal Amount outstanding under the Note. Each of the Company and the Investor agree that, notwithstanding anything to the contrary contained in Section 1(c) of the Note, any unpaid and accrued interest under the Note though the date hereof shall be due and payable on the Maturity Date (as defined in the Note). The Company agrees to issue certificates representing the shares Hilltop Services Ltd. October 12, 2004 Page 2 underlying the Exercised Warrants to the Investor or, if such shares are sold by the Investor, to issue DWAC instructions for such shares to the Company's transfer agent. The Letter Agreement, Note and Warrants are hereby deemed amended to reflect the foregoing. Except as amended hereby, the provisions of the Letter Agreement, Note and the Warrants shall be unmodified and shall remain in full force and effect. As promptly as practicable but no later than four (4) business days following the exercise of the Warrants, the Company shall file a Form 8-K with the Securities and Exchange Commission as required under the rules and regulations of the Securities Exchange Act of 1934, as amended, and shall take such further actions as it shall deem necessary or appropriate to deliver the final prospectus, as amended or supplemented, relating to the sale of the shares of Common Stock underlying the Warrants under the Securities Act of 1933, as amended, and deliver same to the Investor prior to its sale of shares of Common Stock underlying the Warrants. The Investor agrees that it shall not sell any shares of Common Stock underlying the Warrants pursuant to the Registration Statement on Form S-3, No. 333-118457, without proper delivery of the final prospectus, as amended or supplemented. Please confirm your agreement to the foregoing by executing the enclosed copy of this letter and returning it to the undersigned, whereupon it shall become a binding agreement between us as of the date hereof. Very truly yours, RAMP CORPORATION By: ------------------------------------ Name: Andrew Brown Title: Chief Executive Officer ACCEPTED AND AGREED TO: HILLTOP SERVICES LTD. By:______________________________ Name: Title: EX-99 5 exh99-4.txt EX-99.4; PRESS RELEASE Exhibit 99.4 [LETTERHEAD OF RAMP CORPORATION] FOR IMMEDIATE RELEASE Contacts: Investors --------- October 19, 2004 Andrew Brown 212/440-1548 Ramp Announces Financial Transactions ------------------------------------- Warrants Modified and Exercised Resulting in $250K Investment and $982K of Debt Reduction New York, NY - Ramp Corporation [AMEX: RCO] today announced that it has entered into a number of financial transactions with its existing convertible note holders, the result of which was a reduction in debt of $982K and an additional capital infusion to Ramp of $250K. To effect these transactions and to induce the note holders to exercise their warrants, an aggregate of 54.6 million warrants were modified from exercise prices ranging from $0.11 to $0.40, to an exercise price of $0.0325 per share. Ramp, through its wholly-owned HealthRamp subsidiary, markets CareGiver, a comprehensive solution for the long term care industry that allows facility staff to easily place orders for drugs, treatments and supplies from a wireless handheld PDA or desktop Internet web browser. "The exercise of these warrants helps to reduce our debt and aids us in our financial restructuring. We are working towards improving the financial position of Ramp, which we believe will significantly improve our overall business development efforts and business prospects," stated Ramp CEO and President, Andrew Brown. Ramp Corporation, through its wholly owned HealthRamp subsidiary, markets the CareGiver and CarePoint suite of technologies. CareGiver allows long term care facility staff to easily place orders for drugs, treatments and supplies from a wireless handheld PDA or desktop web browser. CarePoint enables electronic prescribing, lab orders and results, Internet-based communication, data integration, and transaction processing over a handheld device or browser, at the point-of-care. HealthRamp's products enable communication of value-added healthcare information among physician offices, pharmacies, hospitals, pharmacy benefit managers, health management organizations, pharmaceutical companies and health insurance companies. Additional information about Ramp can be found at www.Ramp.com. # # # Safe Harbor Statement: To the extent that any statements made in this press release contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as "expects," "plans," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, the ability of the Company to raise capital to finance the development of its Internet services and related software, the effectiveness, profitability and the marketability of those services, the ability of the Company to protect its proprietary information and to retain and expand its user base, the establishment of an efficient corporate operating structure as the Company grows and, other risks detailed from time-to-time in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----