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) August 10, 2004
Nighthawk Systems, Inc.
(Exact name of registrant as specified in its charter)
Nevada 0-30786 87-0627349
(State or other (Commission File Number) (I.R.S. employer
jurisdiction of identification
incorporation number)
or organization)
10715 Gulfdale, Suite 200
San Antonio, Texas 78216
(210) 341-4811
(Address, including zip code of registrant's principal executive offices
and telephone number, including area code)
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 August 10, 2004, Nighthawk Systems, Inc. entered into a series of
definitive agreements with Dutchess Private Equities Fund, II, L.P., a Delaware
corporation. The agreements include a Subscription Agreement, an Investment
Agreement and a Registration Rights Agreement pursuant to which Nighthawk
Systems, Inc. issued to Dutchess Private Equities Fund convertible debentures
and a warrant to purchase the company's common stock in the future.
Pursuant to the Subscription Agreement, Dutchess Private Equities Fund will
provide $250,000 to Nighthawk in three tranches of $125,000 upon execution of
the agreement, $100,000 upon filing of a registration statement with the SEC and
$25,000 upon the effectiveness of the registration statement. For this
investment, Dutchess will receive $250,000 of convertible debentures with a
maturity date of August 10, 2007. The debentures include interest at 8% and can
be converted at a price determined by a formula of the lesser of (i) 75% of the
lowest closing bid price or (ii) twelve and a half cents ($0.125). The amount of
shares converted at any time is limited so as not to exceed 4.99% of the
outstanding shares of Nighthawk common stock.. In addition, Dutchess is issued a
warrant to purchase up to 250,000 shares of common stock at a price of twelve
and a half cents ($0.125) for a period of up to five years. This offering was
made in accordance with the exemptions from registration provided for under
Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule
506 of Regulation D promulgated under the 1933 Act.
Under the Investment Agreement, Dutchess can invest up to $10,000,000 to
purchase common stock pursuant to put notices by Nighthawk. This agreement
effectively provides an equity line of credit to be drawn upon at Nighthawk's
discretion.
Under the Registration Rights Agreement, Nighthawk agrees to register all
the shares that could be issued pursuant to the Convertible Debentures, the
warrants and the Investment Agreement within ninety (90) days of the execution
of the agreements.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
_____________________
10.1 Debenture Agreement between the Registrant and Dutchess Private Equities
Fund, II, LP, dated August 10, 2004.
10.2 Subscription Agreement between the Registrant and Dutchess Private Equities
Fund, II, LP, dated August 10, 2004.
10.3 Warrant Agreement between the Registrant and Dutchess Private Equities
Fund, II, LP, dated August 10, 2004.
10.4 Registration Rights Agreement for Debenture between the Registrant and
Dutchess Private Equities Fund, II, LP, dated August 10, 2004.
10.5 Investment Agreement between the Registrant and Dutchess Private Equities
Fund, II, LP, dated August 10, 2004.
10.6 Registration Rights Agreement for the Equity Line between the Registrant
and Dutchess Private Equities Fund, II, LP, dated August 10, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant had duly caused this registration statement to be signed
on its behalf by the undersigned, hereunto duly authorized.
Nighthawk Systems, Inc.
Dated: September 3, 2004
By: /s/ H. Douglas Saathoff
_______________________
H. Douglas Saathoff
Chief Executive Officer