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 1934
Date of Report (date of earliest event reported): November 21, 2005
Adal Group, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
1-09431 94-3012230
(Commission File Number) (IRS Employer Identification No.)
67 Wall Street
22nd Floor
New York, NY 10005-3101
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(Address of principal executive offices and zip code)
(212) 709-8122
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(Registrant's 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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
|_| 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 Material Definitive Agreement
On November 21, 2005, the Registrant entered into a Securities Purchase
Agreement (the "Purchase Agreement"), with Laurus Master Fund Ltd. ("Laurus"),
pursuant to which the Registrant sold a non-convertible Secured Term Note in the
aggregate principal amount of Five Hundred Thousand Dollars ($500,000) to Laurus
(the "Note"). The principal amount and any and all accrued and unpaid interest
payable under the Note shall be paid on or before May 21, 2006 (the "Maturity
Date"). The Registrant shall pay interest on the principal amount of the Note at
a rate per annum equal to the "prime rate" published in The Wall Street Journal,
plus three percent, payable monthly in arrears. Interest shall accrue but not be
payable during the period commencing on November 21, 2005 and ending on November
30, 2005. The Registrant shall begin paying interest on the principal amount
commencing on December 1, 2005 and on the first business day of each consecutive
calendar month thereafter.
The Registrant also entered into a Reaffirmation and Ratification
Agreement, dated as of November 21, 2005, with Laurus (the "Reaffirmation
Agreement"), whereby the Registrant ratified and confirmed the terms of the
Master Security Agreement, dated as of June 29, 2005 by and between the
Registrant and Laurus (as further described in the Form 8-K filed with the
Commission on July 6, 2005). Pursuant to the Reaffirmation Agreement and Master
Security Agreement, the Registrant assigned and granted to Laurus a continuing
security interest in certain of its, and each of its subsidiaries', assets,
including, without limitation, cash, accounts receivable and equipment.
The foregoing description of the Purchase Agreement, Note and
Reaffirmation Agreement are merely summaries, and are not intended to be
complete. A form of the Purchase Agreement, Note and Reaffirmation Agreement are
filed as exhibits to this Form 8-K, and the full text of each exhibit is
incorporated herein by reference in their entirety.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See Item 1.01 of this Form 8-K, which Item shall be incorporated by
reference herein, for a description of the terms of the financing transaction
that included the issuance of Note.
Item 9.01. Financials Statements and Exhibits
Exhibit No. Description
10.1 Securities Purchase Agreement, dated November 21, 2005
10.2 Secured Term Note, dated November 21, 2005
10.3 Reaffirmation and Ratification Agreement, dated November 21, 2005
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SIGNATURES
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.
ADAL GROUP, INC.
By: /s/ Nicholas Shrager
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Name: Nicholas Shrager
Title: CEO and President
Dated: November 22, 2005
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EXHIBIT INDEX
Exhibit No. Description
10.1 Securities Purchase Agreement, dated November 21, 2005
10.2 Secured Term Note, dated November 21, 2005
10.3 Reaffirmation and Ratification Agreement, dated November 21, 2005
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