UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 29,
2009
MERRIMAN
CURHAN FORD GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-15831
(Commission
File Number)
|
11-2936371
(IRS
Employer
Identification
No.)
|
|
600
California Street, 9th Floor,
San
Francisco, California
(
Address of Principal Executive Offices)
|
94108
(Zip
Code)
|
Registrant's
telephone number, including area code (415) 248-5600
(Former
Name or Former Address, if Changed Since Last Report)
Explanatory
Note
This Form
8-K/A is being filed to conform the disclosure contained in the Form 8-K filed
by the Company on June 3, 2009. In that Form 8-K, the description of
the Warrants contained in Item 3.02 stated that they were only exercisable
beginning six months following issuance. In fact, they were
immediately exercisable. Exhibit 4.6 to the Form 8-K filed by the
Company on June 3, 2009 correctly disclosed this, but the description of the
Warrants contained in Item 3.02 did not. A corrected Item 3.02 is
below.
|
Item 3.02
|
Unregistered
Sales of Equity Securities
|
On May
29, 2009, the Company sold and issued $525,000 in principal amount of Secured
Convertible Promissory Notes (Each a “Note,” and collectively, the
“Notes”). On June 1, 2009, the Company sold and issued a further
$100,000 in principal amount of Notes. The investor group included
eight individuals, including certain officers and employees of the Company as
well as outside investors. The Notes were issued in a private
placement exempt from registration requirements. There were no
underwriters, underwriting discounts or commissions involved in the
transactions, and the Company received cash consideration. The Notes
carry an interest rate of 11% per annum, payable in cash quarterly, and are due
upon the earlier of two years from issuance or a change in control of the
Company. The Notes are convertible into common stock of the Company
at a price of $0.50 per share and come with warrants to purchase additional
shares of common stock of the Company at $0.50 per share (the
“Warrants”). The Notes are convertible beginning six months after
issuance. The Warrants are exercisable immediately upon
issuance. Each investor received Warrants exercisable for a number of
shares of common stock equal to 75% of the principal amount of the Notes
purchased by such investor, divided by $0.50 per share.
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.
|
|
MERRIMAN
CURHAN FORD GROUP, INC.
|
|
|
|
|
|
Date: August
10, 2009
|
By:
|
/s/
D. JONATHAN MERRIMAN
|
|
|
|
D.
Jonathan Merriman
Chief
Executive Officer
|