eLinear Form 8-K 8-22-06
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 AND EXCHANGE ACT OF
1934
August
17, 2006
Date
of
Report (date of Earliest Event Reported)
ELINEAR,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE
|
0-27418
|
76-0478045
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(Commission
File No.)
|
(I.R.S.
Employer Identification No.)
|
2901
WEST SAM HOUSTON PARKWAY NORTH, SUITE E-300
HOUSTON,
TEXAS 77043
(Address
of principal executive offices and zip code)
(713)
896-0500
(Registrant’s
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed from 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-14(c)).
Item
2.04 Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
On
August
17, 2006, eLinear, Inc. (the “Company”) received letters dated August 16, 2006,
from (1) Laurus Master Fund, Ltd. as the holder of $1,718,189 principal amount
of certain term notes payable (the “Laurus Term Notes”) and $2,502,055 principal
amount of a certain revolving credit note, (the “Laurus Revolver”), (2) Rock
Hill Partners Investment Management, Ltd. Hill”) as the holder of $271,753
principal amount of a certain note payable (the “Rock Hill Note”), and (3) Basso
Capital Management, L.P. (“Basso”) as the holder of $261,745 principal amount of
certain notes payable (the “Basso Notes”). These letters were sent as notice to
the Company that one or more events of default had occurred under the notes
and
the related loan agreements. Pursuant to the note agreements, each party
declared all sums of principal, interest and other fees remaining unpaid
immediately due and payable.
Another
lender, Iroquois Capital, L.P. had declared a similar default as holder of
$1,426,689 (the”Iroquois Note”) in a letter dated August 9, 2006 an event that
was previously disclosed on August 16, 2006.
The
Laurus Term Notes, Iroquois Notes, the Rock Hill Note and the Basso Notes are
secured by all of the Company’s assets, provided that they are subordinate in
payment to the Laurus Revolver note in the amount of $2,502,845 as noted in
the
first paragraph.
Item
5.02 Departure
of Directors or Principal Officers Election of Directors; Appointment of
Principal Officers.
On
August 17,
2006, Tommy Allen was terminated as Chief Executive Officer of Elinear, Inc.
(“the Company”). Director, Phillip M. Hardy who had been serving as President
and Chief Financial Officer, was appointed to fill the vacancy as Chief
Executive Officer. Mr. Hardy was hired by the Company on November 16, 2005
to
serve as Chief Financial Officer.
Item
8.01. Other
Events.
The
Company announced today that it did not file its quarterly report on Form 10-QSB
for the quarterly period ended June 30, 2006, on August 21, 2006, the extended
due date. Attached hereto as Exhibit 99.1 is a description of the Company’s plan
to meet its reporting requirement for its Form 10-QSB for the quarterly period
ended June 30, 2006.
[THE
SIGNATURE PAGE FOLLOWS.]
SIGNATURE
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.
ELINEAR,
INC
Date: August
22, 2006 By: /s/
Phillip Michael Hardy
Title:
Chief Executive Officer