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): April 26, 2006
Digicorp
(Exact name of registrant as specified in its charter)
Utah 000-33067 87-0398271
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
4143 Glencoe Avenue, Marina Del Rey, CA 90292 (Address of
principal executive offices) (zip code)
(310) 728-1450 (Registrant's telephone number,
including area code)
Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
2
Item 1.01 Entry into a Material Definitive Agreement.
On April 26, 2006 Digicorp (the "Company") entered into a placement
agent agreement with Ault Glazer Bodnar Securities LLC ("AGB Securities"). The
Company engaged AGB Securities as its non-exclusive placement agent in
connection a proposed best efforts private placement of up to $3 million of the
Company's common stock to prospective accredited investors. The placement agent
agreement expires on September 30, 2006 unless it is extended for one or more
additional periods of one month each by mutual agreement of the parties. As
compensation for its services the Company agreed to pay AGB Securities $25,000
as a non-refundable initial fee which is payable upon receipt by the Company of
a minimum of $750,000 from the sale of its common stock. If the dollar amount of
securities sold by the Company is less than $750,000, then AGB Securities waives
the initial fee. In addition, the Company agreed to pay AGB Securities a cash
fee equal to 5% of the aggregate dollar amount of securities sold in one or more
transactions placed by AGB Securities. The Company will pay AGB Securities a
reduced cash fee of 3% of the aggregate dollar amount of securities sold to
accredited investors introduced to AGB Securities by the Company. The Company
also agreed to issue AGB Securities warrants to purchase such number of shares
of the Company's common stock equal to 5% of the aggregate number of shares of
common stock sold by the Company to accredited investors introduced to the
Company by AGB Securities. Such warrants will have an exercise price of $1.10
per share and will expire three years from the issuance date. The Company
additionally will, upon AGB Securities' written request, reimburse AGB
Securities for out-of-pocket expenses incurred in performing services pursuant
to the placement agent agreement. The agreement placement agent agreement also
contains customary provisions regarding confidentiality and indemnification.
AGB Securities is wholly owned by Ault Glazer Bodnar & Company, Inc.
("AGB & Company"). The Company's Chief Financial Officer, William B. Horne, is
also Chief Financial Officer of AGB & Company. The Company's Board of Directors
believes the terms of the placement agent agreement with AGB Securities are at
least as favorable as could be obtained from an unrelated third party.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Description
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10.1 Placement Agreement dated April 26, 2006 between Digicorp
and Ault Glazer Bodnar Securities LLC
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 hereunto duly authorized.
Digicorp
Dated: April 27, 2006 By: /s/ William B. Horne
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Name: William B. Horne
Title: Chief Financial Officer