UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-25380
Date of Report: June 1, 2006
ULTRADATA SYSTEMS, INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 43-1401158
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
1240 Dielman Industrial Court, St. Louis, MO 63132
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(Address of principal executive offices) (Zip Code)
(314) 997-2250
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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 the 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 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
Item 3.02 Unregistered Sale of Equity Securities
Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Principal Officers
Item 5.03 Amendment to Articles of Incorporation
On June 1, 2006 Ultradata entered into a group of agreements. The purpose
of the agreements is to facilitate the disposal of Ultradata's current
operations and enable Ultradata to acquire a new business under new
management. The business that will be acquired has not yet been determined.
One of the agreements signed on June 1, 2006, the Assignment and Assumption
Agreement, effected the transfer of all of Ultradata's operating assets to
a wholly-owned subsidiary named "RW Data, Inc." In the same agreement, RW
Data agreed to pay all of Ultradata's debts and obligations existing on June
1, 2006.
On the same date Ultradata and RW Data entered into a Management Agreement
with Monte Ross, Ernest Clarke and Mark Peterson (the "Managers"), who are
currently officers and members of Ultradata's Board of Directors. The
Managers agreed to the termination of their employment agreements with
Ultradata, and that they would instead assume responsibility for the
management of RW Data, Inc. The Managers undertake to use their best
efforts to effect a sale of RW Data during 2006. In consideration for their
commitment, Ultradata issued to the Managers a total of 100,000 shares of
Series C Preferred Stock and granted them options to purchase a total of
50,000 additional Series C shares for $150,000.
The Managers will be able to convert the Series C Preferred Stock into 2% of
the outstanding Ultradata shares (3% if they exercise the option for
additional Series C shares), but only if Ultradata has acquired an operating
company during 2006. Otherwise the Series C Preferred Stock will be
cancelled. If the 100,000 shares of Series C Preferred Stock are converted
into common stock, the Managers will be entitled to sell the shares to
Ultradata after April 1, 2007 for a price equal to the sum of $275,000 less
all liabilities of RW Data at December 31, 2006 and all liabilities of
Ultradata that existed on June 1, 2006 and remain on the balance sheet on
December 31, 2006. In the event that the afore-mentioned liabilities exceed
$275,000, then the Managers will be required to surrender one Series C share
for each $2.75 of excess liabilities.
On June 1, 2006 Ultradata sold to Warner Technology & Investment Corp.
("Warner") 210,000 shares of Series B Preferred Stock for $210,000 in cash
paid on that date. The holder of the Series B shares will be entitled to
cast 51% of the votes at any shareholders meeting. Warner will be entitled
to convert the Series B stock into 10% of the outstanding Ultradata shares,
but only if Ultradata has acquired an operating company during 2006.
Otherwise the Series B Preferred Stock will be cancelled.
In connection with the purchase by Warner of the Series B Preferred Stock,
the present directors of Ultradata have elected to the Board two designees
of Warner and have submitted their resignations from the Board, effective
ten days after Ultradata mails an announcement of the change in control to
its record shareholders. After that change of control, Warner and its
designees to the Board will bear responsibility for negotiating the
acquisition of an operating company. The Certificate of Designation of the
Series C stock provides, however, that no corporation acquisition can be
completed without the approval of the holders of the Series C stock - i.e.
the Managers. In the Management Agreement, the Managers agreed that they
will approve any corporate acquisition in which (a) the acquired company had
not less than $2.5 million in revenue and not less than $700,000 in net pre-
tax income in the year ended September 30, 2005, (b) the shareholders of
Ultradata on June 1, 2006 and the holders of the Series C Preferred Stock
will, on closing of the acquisition, own not less than five percent of the
equity in Ultradata, and (c) there are no other material terms of the
corporate acquisition that are objectionable to the Managers.
Item 9.01 Financial Statements and Exhibits
Exhibits
3-a Certificate of Designation of Series B Preferred Stock
3-b Certificate of Designation of Series C Preferred Stock.
10-a Stock Purchase Agreement dated June 1, 2006 among Ultradata
Systems, Incorporated, RW Data, Inc. and Warner Technology &
Investment Corp.
10-b Assignment and Assumption Agreement between Ultradata Systems,
Incorporated and RW Data, Inc.
10-c Management Agreement among Ultradata Systems, Incorporated, RW
Data, Inc., Monte Ross, Ernest Clarke and Mark Peterson.
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.
ULTRADATA SYSTEMS, INCORPORATED
Dated: June 5, 2006 By: /s/ Monte Ross
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Monte Ross, Chief Executive Officer