As filed with the Securities and Exchange Commission on April 13, 2005
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAMP CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 84-1123311
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
33 Maiden Lane
New York, New York 10038
(212) 440-1500
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(Address, including zip code, and telephone number, Including
area code, of registrant's principal executive offices)
Andrew Brown
33 Maiden Lane
New York, New York 10038
(212) 440-1500
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(Name, address, including zip code, and telephone number,
Including area code, of agent for service)
Copy to:
Martin Eric Weisberg, Esq.
Troutman Sanders LLP
The Chrysler Building
405 Lexington Avenue
New York, New York 10174
(212) 704-6000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class Amount to be Offering Price Aggregate Registration
of Securities to be Registered Registered(1) Per Share Offering Price Fee(9)
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Common Stock, $.001 par value per share... 6,494,483 (2) $ 1.46 (3) $9,481,945.10 $1,116.02
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Common Stock, $.001 par value per share... 8,671,325 (2)(4) $ 1.46 (7) $12,660,134.50 $1,490.10
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Common Stock, $.001 par value per share... 9,365,712 (2)(5) $ 1.46 (8) $13,673,939.00 $1,609.42
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Common Stock, $.001 par value per share... 1,000,000 (2)(6) $ 1.46 (8) $1,460,000.00 $171.84
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Common Stock, $.001 par value per share... 62,500 (2)(6) $ 1.46 (8) $91,250.00 $10.74
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Common Stock, $.001 par value per share... 116,667 (2)(6) $ 1.80 (8) $210,000.60 $24.72
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Total Registration Fee.................................................................................. $4,422.84
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(1) Represents the shares of common stock being registered for
resale by the selling stockholders, the number of shares of
common stock issuable upon the conversion of convertible
debentures, the number of shares of common stock issuable upon
the exercise of warrants to purchase shares of our common
stock and the number of shares of common stock issuable upon
the exercise of additional investment rights by the selling
stockholders.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended
(the "Securities Act"), the shares of common stock offered
hereby also include such presently indeterminate number of
shares of common stock as shall be issued by us to the selling
stockholders upon adjustment under anti-dilution provisions
covering the additional issuance of shares by Ramp resulting
from stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) of the Securities
Act; based on the average of the high ($1.85) and low ($1.06)
prices as reported on the American Stock Exchange on April 7,
2005.
(4) Represents one hundred and twenty five percent (125%) of the
number of shares of our common stock issuable upon the
conversion or redemption of convertible debentures.
(5) Represents one hundred and twenty five percent (125%) of the
number of shares of common stock issuable upon the exercise of
warrants to purchase shares of our common stock.
(6) Represents one hundred percent (100%) of the number of shares
of common stock issuable upon the exercise of warrants to
purchase shares of our common stock.
(7) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(i) of the Securities
Act, based on the offering price of the convertible
securities.
(8) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(g) of the Securities
Act, based on the higher of (a) the exercise price of the
warrants or (b) the offering price of securities of the same
class included in this Registration Statement.
(9) Calculated pursuant to Section 6(b) of the Securities Act
based upon Proposed Maximum Aggregate Offering Price
multiplied by .0001177.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
The information in this prospectus is not complete and may be changed.
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in or incorporated by reference in
this prospectus and, if given or made, such information or representation must
not be relied upon as having been authorized by us, the selling stockholders or
any other person. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer in such
jurisdiction. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in our affairs since such date.
Subject to completion, dated April 13, 2005
PROSPECTUS
RAMP CORPORATION
25,710,687 Shares of Common Stock
This prospectus relates to the sale by the selling stockholders
identified in this prospectus of up to an aggregate of 25,710,687 shares of our
common stock, including:
o 6,494,483 shares of our common stock;
o 8,671,325 shares issuable upon the conversion of our
convertible debentures with an initial conversion price of
$1.25 per share;
o 9,365,712 shares issuable upon the exercise of warrants with
an initial exercise price of $1.25 per share;
o 1,000,000 shares issuable upon the exercise of warrants with
an initial exercise price of $1.14 per share;
o 62,500 shares issuable upon the exercise of warrants with an
initial exercise price of $1.00 per share;
o 116,667 shares issuable upon the exercise of warrants with an
initial exercise price of $1.80 per share;
The conversion price of our convertible debentures and the exercise
price of the warrants are subject to adjustment under certain circumstances.
Please see the sections of this prospectus titled "Description of the
Transactions", "Plan of Distribution" and "Description of Our Securities" for
more information about the terms and conditions of our common stock, convertible
debentures and warrants.
We will not receive any of the proceeds from the sale of these shares
by the selling stockholders. However, we will receive the proceeds from any
exercise of warrants to purchase shares to be sold hereunder. See "Use of
proceeds".
We have agreed to pay the expenses in connection with the registration
of these shares.
Our common stock is traded on the American Stock Exchange under the
symbol "RCO". On April 7, 2005, the closing price of our common stock was
reported as $1.43 per share.
The information in this prospectus reflects the 1-for-60 reverse stock
split of our common stock which became effective on December 1, 2004.
Investing in our securities involves a high degree of risk. See "Risk
Factors" beginning on page 4 of this prospectus for certain risks that should be
considered by prospective purchasers of the securities offered hereby.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April __, 2005.
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TABLE OF CONTENTS
Page
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PROSPECTUS SUMMARY.............................................................4
RISK FACTORS...................................................................5
FORWARD-LOOKING STATEMENTS....................................................14
DESCRIPTION OF THE TRANSACTIONS...............................................14
SELLING STOCKHOLDERS..........................................................19
DESCRIPTION OF SECURITIES.....................................................24
PLAN OF DISTRIBUTION..........................................................25
INDEMNIFICATION OF OFFICERS AND DIRECTORS.....................................27
WHERE YOU CAN FIND MORE INFORMATION ABOUT US..................................27
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................28
LEGAL MATTERS/INTERESTS OF COUNSEL............................................28
EXPERTS.......................................................................29
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PROSPECTUS SUMMARY
The following summary highlights aspects of the offering and the
information incorporated by reference in this prospectus. This prospectus does
not contain all of the information that you should consider before making an
investment decision. You should read this entire prospectus carefully, including
the "Risk Factors" section and the financial statements, related notes and the
other more detailed information appearing elsewhere or incorporated by reference
in this prospectus. Unless otherwise indicated, "we", "us", "our" and similar
terms, as well as references to the "Company" and "Ramp", refer to Ramp
Corporation and its subsidiaries HealthRamp and LifeRamp, and not to the selling
security holders. All industry statistics incorporated by reference in this
prospectus were obtained from data prepared or provided by recognized industry
sources.
Ramp Corporation
Ramp Corporation (formerly known as Medix Resources, Inc.), through its
wholly-owned HealthRamp subsidiary, provides Internet based communication, data
integration, and transaction processing designed to provide access to safer and
better healthcare. Ramp's products enable communication of high value-added
healthcare information among physician offices, skilled nursing facilities,
hospitals, health management organizations, and health insurance companies. In
2002, we organized a wholly-owned subsidiary, PS Purchase Corp., in Delaware,
and in 2003 changed its name to HealthRamp, Inc. ("HealthRamp") to continue this
healthcare technology business. In 2003, we acquired the businesses and assets
of Frontline Physicians Exchange and Frontline Communications ("Frontline") used
in or necessary for the conduct of its 24-hour telephone answering and messaging
services to physicians and other medically-related businesses and virtual office
services to non-medical businesses and professionals, and the business and
assets of ePhysician, Inc., whose technology has been integrated with those of
our previously developed Cymedix suite of technologies, resulting in the
CarePoint(TM) Suite (the "CarePoint Suite") that we are currently marketing to
physicians and other healthcare professionals. On September 30, 2004, we sold
all of the assets of our Frontline division, known as the OnRamp division, to
the former owners of Frontline. The sale of OnRamp is part of refocusing our
financial resources and management efforts on our core HealthRamp operations. We
believe that focusing on HealthRamp's long-term potential and evolving
opportunities is in the best interest of our stockholders.
In 2003, we formed a wholly-owned subsidiary, LifeRamp Family
Financial, Inc. ("LifeRamp"), in Utah that has not yet commenced business
operations. LifeRamp's business purpose is the making of non-recourse loans to
terminally ill cancer patients secured by their life insurance policies. In July
2004, we decided to delay the commencement of business operations of LifeRamp
indefinitely while exploring financing and other possible alternatives.
Subsequently in October 2004, we ceased all operations at LifeRamp and began
actively pursuing alternatives for its LifeRamp investment. In January 2005, we
began exploring options for capitalizing the assets of LifeRamp as a separate
business from us including a potential spin off of all or a portion of LifeRamp.
In February 2005, LifeRamp received $300,000 in bridge financing from investors
in contemplation of such a strategic transaction. LifeRamp is using the proceeds
from the bridge financing to pursue a strategic recapitalization. There can be
no assurance that we will complete a transaction that will recoup its initial
investment or any portion thereof. Furthermore, there can be no assurance that
should a transaction be consummated, it would result in a near term improvement
in working capital.
In August 2004, HealthRamp released the initial version of a new
application designed to meet the information technology needs of the long term
care industry. This application is called HealthRamp CareGiver(TM). CareGiver
v1.0, based upon our core ePrescribing technologies, allows skilled nursing
facilities to manage the admissions, discharge and transfer process; to
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submit secure electronic orders for drugs, treatments and supplies to
institutional pharmacies and other vendors; to maintain comprehensive resident
medical records, and to easily manage recurring monthly clinical and business
process.
In October 2004, we acquired all of the tangible and intangible assets
of Berdy Medical Systems, Inc., a provider of comprehensive electronic medical
record systems for physician practices. The acquisition of the Berdy systems
enabled us to expand our practice-centric healthcare technology product line to
encompass a spectrum from affordable, high-utility, readily adoptable, wireless
ePrescribing solutions to fully-featured electronic medical record systems
(EMR), and provided us with clinical and technical expertise germane to our new
product development efforts.
We have limited revenues from current operations and are funding the
development and deployment of our products through the sales of our securities.
See "Risk Factors".
Because of our significant recurring losses, and the lack of certain
sources of capital to fund our operations, our independent registered public
accounting firms included a "going concern" uncertainty in their audit reports
on our audited financial statements for the years ended December 31, 2004, 2003
and 2002. The "going concern" uncertainty signifies that substantial doubt
exists about our ability to continue our business. For a complete description of
risks regarding our business and operations, we refer you to the section of this
prospectus entitled "Risk Factors".
Our principal executive office is located at 33 Maiden Lane, New York,
New York 10038, and our telephone number is (212) 440-1500.
The Offering
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Common stock offered by selling stockholders 25,710,687
Use of Proceeds We will not receive any
proceeds from the sale of
shares in this offering. We
may receive up to $13,119,641
upon exercise of the warrants.
American Stock Exchange Symbol RCO
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The information in this prospectus reflects our 1-for-60 reverse stock
split effective December 1, 2004.
RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the following risk factors and other information in
this prospectus before investing in our common stock. The trading price of our
common stock could decline due to any of these risks, and you may lose all or
part of your investment.
We have incurred and reported significant recurring net losses which
endangers our viability as a going-concern and caused our independent registered
public accounting firms to include a "going concern" explanatory paragraph in
their reports in connection with their audits of our financial statements for
the years ended December 31, 2004, 2003 and 2002. We have reported net losses
applicable to common stockholders of $(50,765,000), $(31,321,000) and
$(9,014,000) for the years ended December 31, 2004, 2003 and 2002, respectively.
At December 31, 2004, we had an accumulated deficit of $(122,099,000) and a
working capital deficit of ($6,306,000).
We rely on investments and financings to provide working capital which
may not be available to us in the future and may result in increased net losses
and accumulated deficit.
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While we believe that we can continue to sell our securities to raise the cash
needed to continue operating until cash flow from operations can support our
business, there can be no assurance that this will occur. There can be no
assurance that additional investments in our securities or other debt or equity
financings will be available to us on favorable terms, or at all, to adequately
support the development and deployment of our technology. Moreover, failure to
obtain such capital on a timely basis could result in lost business
opportunities. In addition, the terms of our debt or equity financings have
included, and in the future may include, contingent anti-dilution provisions and
the issuance of warrants, the accounting for which have resulted, and for future
financings may result, in significant non-cash increases in our net losses and
accumulated deficit. Such non-cash expenses totaled $18.4 million and $9.9
million for the years ended December 31, 2004 and 2003, respectively.
While we believe that we have the ability to successfully attract new
customers, the ultimate deployment of these new customers frequently requires up
front capital. There can be no assurance that we will obtain that capital. In
recent months we have not obtained sufficient capital to meet our obligations
and as a result have not been able to pay our vendors on a timely basis and are
significantly in arrears in making such payments. While we have been working
with our creditors to make arrangements to satisfy our obligations in cash or
through the issuance of our securities, there can be no assurance that we will
be able to do so and as a result we may be subject to litigation or disruption
in our business operations.
Our independent registered public accounting firm has advised our
management and our Audit Committee that there were material weaknesses in our
internal controls and procedures during fiscal years 2003 and 2004. The Company
has taken steps and has a plan to correct the material weaknesses. Progress was
made during 2004; however, management believes that until these material
weaknesses are corrected, a potential misapplication of generally accepted
accounting principles or potential accounting error in our consolidated
financial statements could occur. Enhancing our internal controls to correct the
material weaknesses has and will result in increased costs to us. While the
Company has taken several steps to improve internal controls in 2004, BDO
Seidman, LLP has advised our management and our Audit Committee that, in BDO
Seidman, LLP's opinion, and the Company concurs, there were reportable
conditions during 2004, which constituted material weaknesses in internal
control. The identified material weakness stems from the Company's numerous
equity transactions involving complex and judgmental accounting issues. While
all of these transactions were recorded, BDO Seidman in their audit work noted
instances where generally accepted accounting principles were not correctly
applied and adjustments to the Company's consolidated financial statements were
required.
As part of the remedial steps taken in 2004, the Company added the
position of Vice President of Finance to oversee technical accounting, financial
reporting and internal control issues. The individual hired in August 2004 for
this position notified the Company of his intent to leave at the end of the 1st
quarter in 2005. The Company is actively searching for a replacement.
The Company is also searching for an additional staff accounting
resource to assist the controller in accounting and reporting transactions.
Additionally, in order to better determine the appropriate accounting for
complex equity transactions, the Company intends to engage outside expertise to
formulate the proper accounting treatment for such transactions.
The success of the development, distribution and deployment of our
technology is dependent to a significant degree on our key management and
technical personnel. We believe that our success will also depend upon our
ability to attract, motivate and retain highly skilled, managerial, sales and
marketing, and technical personnel, including software programmers and systems
architects skilled in the computer languages in which our technology operates.
Competition for such personnel in the software and information services
industries is intense. The loss of key personnel, or the inability to hire or
retain qualified personnel, could have
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a material adverse effect on our results of operations, financial condition or
business. The loss of key personnel, or the inability to hire or retain
qualified personnel, could have a material adverse effect on our results of
operations, financial condition or business.
We expect to continue to experience significant losses until such time
as our technology can be successfully deployed and produce revenues. The
continuing development, marketing and deployment of our technology will depend
upon our ability to obtain additional financing. Our technology has generated
limited recurring revenues to date. We are funding our operations principally
through the sale of our securities to third party investors.
We may not be able to retain our listing on the American Stock
Exchange. On September 13, 2004, we received a written notice (the "Notice")
from the American Stock Exchange (the "AMEX") informing us, in relevant part,
that we are not in compliance with (i) Section 1003(a)(i) of the AMEX rules as a
result of our stockholder's equity less than $2,000,000 and losses from
continuing operations and/or net losses in two out of three of its three most
recent fiscal years, (ii) Section 1003(a)(ii) of the AMEX rules as a result of
our stockholder's equity of less than $4,000,000 and losses from continuing
operations and/or net losses in three out of its four most recent fiscal years,
(iii) Section 1003(a)(iv) of the AMEX rules whereby, as a result of our
substantial sustained losses in relation to our overall operations or our
existing financial resources, or our impaired financial condition, it appears
questionable, in the opinion of AMEX, as to whether we will be able to continue
operations and/or meet our obligations as they mature, and (iv) Section
1003(f)(v) of the AMEX rules as a result of our common stock selling for a
substantial period at a low price per share. The Notice is not a notice of
delisting from the AMEX or a notice by AMEX to initiate delisting proceedings.
Specifically, the Notice provides that, in order to maintain the
listing of our common stock, we must submit a plan to the AMEX by October 14,
2004 (extended by the AMEX to October 21, 2004), advising AMEX of the action we
have taken, or the action we will take, to bring us into compliance with the
continued listing standards of the AMEX within a maximum of eighteen months from
the date the Notice was received. On October 20, 2004, we timely submitted our
plan to the AMEX. On December 16, 2004 the AMEX notified the Company that it
accepted the Company's plan of compliance and granted the Company an extension
of time until March 13, 2006 to regain compliance with the AMEX's continued
listing standards. The Company will be subject to periodic review by AMEX staff
during the extension period. Failure to make progress consistent with the plan
or to regain compliance with the continued listing standards by the end of the
plan period on March 13, 2006 could result in the AMEX commencing delisting
proceedings. Subject to our right of appeal of any AMEX staff determination,
AMEX may initiate delisting proceedings if we do not make progress consistent
with the plan during the plan period, or we are not in compliance with the
continued listing standards at the conclusion of the plan period.
Trading in our common stock after a delisting, if any, would likely be
conducted in the over-the-counter markets in the so-called "pink sheets" or on
the National Association of Securities Dealers' Electronic Bulletin Board. As a
consequence of a delisting our shareholders would find it more difficult to
dispose of, or to obtain accurate quotations as to the market value of our
common stock, and our common stock would become substantially less attractive as
collateral for margin and purpose loans, for investment by financial
institutions under their internal policies or state investment laws or as
consideration in future capital raising transactions.
Although we have had operations since 1988, because of our move away
from temporary healthcare staffing to provide healthcare connectivity solutions
at the point of care, we have a relatively short operating history in the
healthcare connectivity solutions business and limited financial data to
evaluate our business and prospects. In addition, our business model is likely
to continue to evolve as we attempt to develop our product offerings and
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enter new markets. As a result, our potential for future profitability must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies that are attempting to move into new markets
and continuing to innovate with new and unproven technologies. We are still in
the process of gaining experience in marketing physician connectivity products,
providing support services, evaluating demand for products, financing a
technology business and dealing with government regulation of health information
technology products. While we are putting together a team of experienced
executives, they have come from different backgrounds and may require some time
to develop an efficient operating structure and corporate culture for our
company. Furthermore, our executive management and Board of Directors have been
subject to change as executives and directors have resigned or have been
terminated. Such change, including the appointment or election of successors to
fill these positions, can cause disruption and distraction to the Company's
business operations.
Although we have focused our business on healthcare connectivity, we
may decide to explore new business opportunities which compliment our core
technology business. These new ventures may come in the form of an acquisition,
joint venture, start-up or other structure. Any such venture will entail any
number of risk factors including (without limitation) general business risk,
integration risk, technology risk and market acceptance risk. Additionally, any
new venture will require utilization of scarce capital resources which may never
create value for the Company or its stockholders.
The success of our products and services in generating revenue may be
subject to the quality and completeness of the data that is generated and stored
by the physician or other healthcare professionals and the data that is entered
into our interconnectivity systems, and the failure to input appropriate or
accurate information could disrupt our business. Failure of the Company and its
vendors to maintain the quality and completeness of the data or unwillingness by
the healthcare professional to generate the required information may result in
our losing revenue or claims being made against us by our users.
As a developer of connectivity technology products, we will be required
to anticipate and adapt to evolving industry standards and regulations and new
technological developments. The market for our technology is characterized by
continued and rapid technological advances in both hardware and software
development, requiring ongoing expenditures for research and development, and
timely introduction of new products and enhancements to existing products. Our
future success, if any, will depend in part upon our ability to enhance existing
products, to respond effectively to technology changes and changes in applicable
regulations, and to introduce new products and technologies that are functional
and meet the evolving needs of our clients and users in the healthcare
information systems market.
We rely on a combination of internal development, strategic
relationships, licensing and acquisitions to develop our products and services.
The cost of developing and distributing new healthcare information services and
technology solutions is inherently difficult to estimate. Our development of
proposed products and services may take longer than originally expected, require
more testing than originally anticipated and require the acquisition of
additional personnel and other resources. In addition, there can be no assurance
that the products or services we develop or license will be able to compete with
the alternatives available to our customers.
New or newly integrated products and services will not become
profitable unless they achieve sufficient levels of market acceptance. There can
be no assurance that healthcare providers will accept new products and services
from us, or products and services that result from integrating existing and/or
acquired products and services, including the products and services we are
developing to integrate our services into the physician's office or other
medical facility, such as our handheld solution. In addition, there can be no
assurance that any pricing strategy that we
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implement for any such products and services will be economically viable or
acceptable to the target markets. Failure to achieve broad penetration in target
markets with respect to new or newly integrated products and services could have
a material adverse effect on our business prospects. The market for our
connectivity products and services in the healthcare information systems may be
slow to develop due to the large number of practitioners who are resistant to
change, as well as the financial investment and workflow interruptions
associated with change, particularly in a period of rising pressure to reduce
costs in the marketplace.
Achieving market acceptance of new or newly integrated products and
services is likely to require significant efforts and expenditures. Achieving
market acceptance for new or newly integrated products and services is likely to
require substantial marketing efforts and expenditure of significant funds to
create awareness and demand by participants in the healthcare industry. In
addition, deployment of new or newly integrated products and services may
require the use of additional resources for training our existing sales force
and customer service personnel and for hiring and training additional
salespersons and customer service personnel. There can be no assurance that the
revenue opportunities from new or newly integrated products and services will
justify amounts spent for their development, marketing and roll-out.
We could be subject to breach of warranty claims if our software
products, information technology systems or transmission systems contain errors,
experience failures or do not meet customer expectations. We could face breach
of warranty or other claims or additional development costs if the software and
systems we sell or license to customers or use to provide services contain
undetected errors, experience failures, do not perform in accordance with their
documentation, or do not meet the expectations that our customers have for them.
Undetected errors in the software and systems we provide or those we use to
provide services could cause serious problems for which our customers may seek
compensation from us. We attempt to limit, by contract, our liability for
damages arising from negligence, errors or mistakes. However, contractual
limitations on liability may not be enforceable in certain circumstances or may
otherwise not provide sufficient protection to us from liability for damages.
If our systems or the Internet experience security breaches or are
otherwise perceived to be insecure, our business could suffer. A security breach
could damage our reputation or result in liability. We retain and transmit
confidential information, including patient health information. Despite the
implementation of security measures, our infrastructure or other systems that we
interface with, including the Internet, may be vulnerable to physical break-ins,
hackers, improper employee or contractor access, computer viruses, programming
errors, attacks by third parties or similar disruptive problems. Any compromise
of our security, whether as a result of our own systems or systems that they
interface with, could reduce demand for our services.
Our products provide applications that relate to patient medication
histories and treatment plans and any failure by our products to provide and
maintain accurate, secure and timely information could result in product
liability claims against us by our clients or their affiliates or patients. We
maintain insurance that we believe currently is adequate to protect against
claims associated with the use of our products, but there can be no assurance
that our insurance coverage would adequately cover any claim asserted against
us. A successful claim brought against us in excess of our insurance coverage
could have a material adverse effect on our results of operations, financial
condition and/or business. Even unsuccessful claims could result in the
expenditure of funds in litigation, as well as diversion of management time and
resources. Certain of our products are subject to compliance with the Health
Insurance Portability And Accountability Act Of 1996 (HIPAA). Failure to comply
with HIPAA may have a material adverse effect on our business.
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Government regulation of healthcare and healthcare information
technology is in a period of ongoing change and uncertainty that creates risks
and challenges with respect to our compliance efforts and our business
strategies. The healthcare industry is highly regulated and is subject to
changing political, regulatory and other influences. Federal and state
legislatures and agencies periodically consider programs to reform or revise the
United States healthcare system. These programs may contain proposals to
increase governmental involvement in healthcare or otherwise change the
environment in which healthcare industry participants operate. Particularly,
compliance with HIPAA and related regulations are causing the healthcare
industry to incur substantial costs to change its procedures. Healthcare
industry participants may respond by reducing their investments or postponing
investment decisions, including investments in our products and services.
Although we expect these regulations to have the beneficial effect of spurring
adoption of our software products, we cannot predict with any certainty what
impact, if any, these and future healthcare reforms might have on our business.
Existing laws and regulations also could create liability, cause us to incur
additional costs or restrict our operations. The effect of HIPAA on our business
is difficult to predict and there can be no assurance that we will adequately
address the business risks created by HIPAA. We may incur significant expenses
relating to compliance with HIPAA. Furthermore, we are unable to predict what
changes to HIPAA, or the regulations issued pursuant to HIPAA, might be made in
the future or how those changes could affect our business or the costs of
compliance with HIPAA. In addition, changes in Medicare and Medicaid regulations
could have an adverse effect on the operations and future prospects of our
HealthRamp business operations.
Government regulation of the Internet could adversely affect our
business. The Internet and its associated technologies are subject to government
regulation. Our failure to accurately anticipate the application of applicable
laws and regulations, or any other failure to comply, could create liability for
us, result in adverse publicity, or negatively affect our business. In addition,
new laws and regulations may be adopted with respect to the Internet or other
online services covering user privacy, patient confidentiality, consumer
protection and other services. We cannot predict whether these laws or
regulations will change or how such changes will affect our business. Government
regulation of the Internet could limit the effectiveness of the Internet for the
methods of healthcare e-commerce that we are providing or developing or even
prohibit the sale of particular products and services.
Our Internet-based services are dependent on the development and
maintenance of the Internet infrastructure and data storage facilities
maintained by third parties. Our ability to deliver our Internet-based products
and services is dependent on the development and maintenance of the
infrastructure of the Internet and the maintenance of data storage facilities by
third parties. This includes maintenance of a reliable network backbone and data
storage facilities with the necessary speed, data capacity and security, as well
as timely development of complementary products such as high-speed modems, for
providing reliable Internet access and services. If the Internet continues to
experience increased usage, the Internet infrastructure may be unable to support
the demands placed on it. In addition, the performance of the Internet may be
harmed by increased usage. The Internet has experienced a variety of outages and
other delays as a result of damages to portions of its infrastructure, and it
could face outages and delays in the future. These outages and delays could
reduce the level of Internet usage as well as the availability of the Internet
to us for delivery of our Internet-based products and services.
Some of our products and services will not be widely adopted until
broadband connectivity is more generally available. Some of our products and
services and planned services require a continuous broadband connection between
the physician's office or other healthcare provider facilities and the Internet.
The availability of broadband connectivity varies widely from location to
location and even within a single geographic area. The future availability of
broadband connections is unpredictable and is not within our control. While we
expect that
10
many physicians' offices and other healthcare provider facilities will remain
without ready access to broadband connectivity for some period of time, we
cannot predict how long that will be. Accordingly, the lack of these broadband
connections will continue to place limitations on the number of sites that are
able to utilize our Internet-based products and services and the revenue we can
expect to generate form those products and services.
Compliance with legal and regulatory requirements will be critical to
LifeRamp's operations should it commence operations. If we, directly or
indirectly through our subsidiaries including LifeRamp, erroneously disclose
information that could be confidential and/or protected health information, we
could be subject to legal action by the individuals involved, and could possibly
be subject to criminal sanctions. In addition, if LifeRamp is launched and fails
to comply with applicable insurance and consumer lending laws, states could
bring actions to enforce statutory requirements, which could limit its business
practices in such states, including, without limitation, limiting or eliminating
its ability to charge or collect interest on its loans or related fees, or limit
or eliminate its ability to secure its loans with its borrowers' life insurance
policies. Any such actions, if commenced, would have a material and adverse
impact on LifeRamp's business, operations and financial condition. Further,
there can be no assurance that a capitalization of LifeRamp will be achieved or,
if achieved, will be successful.
We have been granted certain patent rights, trademarks and copyrights
relating to our software. However, patent and intellectual property legal issues
for software programs, such as our products, are complex and currently evolving.
Since patent applications are secret until patents are issued in the United
States, or published in other countries, we cannot be sure that we are first to
file any patent application. In addition, there can be no assurance that
competitors, many of which have far greater resources than we do, will not apply
for and obtain patents that will interfere with our ability to develop or market
product ideas that we have originated. Furthermore, the laws of certain foreign
countries do not provide the protection to intellectual property that is
provided in the United States, and may limit our ability to market our products
overseas. We cannot give any assurance that the scope of the rights we have are
broad enough to fully protect our technology from infringement.
Litigation or regulatory proceedings may be necessary to protect our
intellectual property rights, such as the scope of our patent. Such litigation
and regulatory proceedings are very expensive and could be a significant drain
on our resources and divert resources from product development. There is no
assurance that we will have the financial resources to defend our patent rights
or other intellectual property from infringement or claims of invalidity.
We also rely upon unpatented proprietary technology and no assurance
can be given that others will not independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to or disclose
our proprietary technology or that we can meaningfully protect our rights in
such unpatented proprietary technology. No assurance can be given that efforts
to protect such information and techniques will be successful. The failure to
protect our intellectual property could have a material adverse effect on our
operating results, financial position and business.
As of March 21, 2005, we had 12,959,074 outstanding shares of common
stock and 25,125,028 shares of common stock reserved for issuance upon the
exercise of options, warrants, and shares of our convertible preferred stock and
convertible redeemable debentures outstanding on such date. Most of these shares
will be immediately saleable upon exercise or conversion under registration
statements we have filed or plan to file with the SEC. The exercise prices of
options, warrants or other rights to acquire common stock presently outstanding
range from $0.60 cents per share to $298.20 per share. During the respective
terms of the outstanding options, warrants, preferred stock, convertible
debentures, and other outstanding
11
derivative securities, the holders are given the opportunity to profit from a
rise in the market price of our common stock, and the exercise of any options,
warrants or other rights may dilute the book value per share of our common stock
and put downward pressure on the price of our common stock. The existence of the
options, conversion rights, redemption rights or any outstanding warrants may
adversely affect the terms on which we may obtain additional equity financing.
Moreover, the holders of such securities are likely to exercise their rights to
acquire common stock at a time when we would otherwise be able to obtain capital
on terms more favorable than could be obtained through the exercise or
conversion of such securities.
We have raised substantial amounts of capital in private placements
from time to time. The securities offered in such private placements were not
registered under the Securities Act or any state "blue sky" law in reliance upon
exemptions from such registration requirements. Such exemptions are highly
technical in nature and if we inadvertently failed to comply with the
requirements of any of such exemptive provisions, investors would have the right
to rescind their purchase of our securities or sue for damages. If one or more
investors were to successfully seek such rescission or prevail in any such suit,
we could face severe financial demands that could materially and adversely
affect our financial position. Financings that may be available to us under
current market conditions frequently involve sales of our common stock at prices
below the prices at which our common stock currently trades on the American
Stock Exchange, as well as the issuance of warrants or convertible securities at
a discount to market price.
Investors in our securities may suffer dilution. The issuance of shares
of common stock or shares of common stock underlying warrants, options or
preferred stock or convertible debentures, particularly those with beneficial
conversion features, will dilute the equity interest of existing stockholders
and could have a significant adverse effect on the market price of our common
stock. The sale of common stock acquired at a discount could have a negative
impact on the market price of our common stock and could increase the volatility
in the market price of our common stock. In addition, we may seek additional
financing which may result in the issuance of additional shares of our common
stock and/or rights to acquire additional shares of our common stock. The
issuance of our common stock in connection with such financing may result in
substantial dilution to the existing holders of our common stock. Those
additional issuances of common stock would result in a reduction of the existing
stockholders' percentage interest in our company.
Historically, our common stock has experienced significant price
fluctuations. One or more of the following factors influence these fluctuations:
o unfavorable announcements or press releases relating to the
technology sector;
o regulatory, legislative or other developments affecting us or
the healthcare industry generally;
o conversion of our preferred stock and convertible debt into
common stock at conversion rates based on then current market
prices or discounts to market prices of our common stock and
exercise of options and warrants at below current market
prices;
o sales by those financing our company through securities
convertible into our common stock of which has been registered
with the SEC and may be sold into the public market
immediately upon conversion; and
12
o market conditions specific to technology and internet
companies, the healthcare industry and general market
conditions.
In recent years the stock market has experienced significant price and
volume fluctuations. These fluctuations, which are often unrelated to the
operating performance of specific companies, have had a substantial effect on
the market price for many healthcare related technology companies. Factors such
as those cited above, as well as other factors that may be unrelated to our
operating performance, may adversely affect the price of our common stock.
We have not had earnings, but if earnings were available, it is our
general policy to retain any earnings for use in our operations. Therefore, we
do not anticipate paying any cash dividends on our common stock in the
foreseeable future despite the recent reduction of the federal income tax rate
on dividends. Any payment of cash dividends on our common stock in the future
will be dependent upon our financial condition, results of operations, current
and anticipated cash requirements, preferred rights of holders of preferred
stock, plans for expansion, as well as other factors that our Board of Directors
deems relevant. We anticipate that our future financing agreements may prohibit
the payment of common stock dividends without the prior written consent of those
investors.
We may have to lower prices or spend more money to compete effectively
against companies with greater resources than us, which could result in lower
revenues. The eventual success of our products in the marketplace will depend on
many factors, including product performance, price, ease of use, support of
industry standards, competing technologies and customer support and service.
Given these factors we cannot assure you that we will be able to compete
successfully. For example, if our competitors offer lower prices, we could be
forced to lower prices which could result in reduced or negative margins and a
decrease in revenues. If we do not lower prices we could lose sales and market
share. In either case, if we are unable to compete against our main competitors,
which include established companies with significant financial resources, we
would not be able to generate sufficient revenues to grow our company or reverse
our history of operating losses. In addition, we may have to increase expenses
to effectively compete for market share, including funds to expand our
infrastructure, which is a capital and time intensive process. Further, if other
companies choose to aggressively compete against us, we may have to increase
expenses on advertising, promotion, trade shows, product development, marketing
and overhead expenses, hiring and retaining personnel, and developing new
technologies. These lower prices and higher expenses would adversely affect our
operations and cash flows.
As with any business, growth in absolute amounts of selling, general
and administrative expenses or the occurrence of extraordinary events could
cause actual results to vary materially and adversely from the results
contemplated by any forward-looking statements included in this report.
Budgeting and other management decisions are subjective in many respects and
thus susceptible to incorrect decisions and periodic revisions based on actual
experience and business developments, the impact of which may cause us to alter
our marketing, capital expenditures or other budgets, which may, in turn, affect
our results of operations. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive and
market conditions, and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe the assumptions underlying any forward-looking statements
are reasonable, any of the assumptions could prove inaccurate, and therefore,
there can be no assurance that the results contemplated in any forward-looking
statements will be realized.
In light of the significant uncertainties inherent in the forward-looking
information included herein, the inclusion of such information should not be
regarded as a
13
representation by us or any other person that our objectives or plans for the
Company will be achieved.
FORWARD-LOOKING STATEMENTS
Certain information contained in this prospectus and the documents
incorporated by reference into this prospectus include forward-looking
statements (as defined in Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act), which mean that they relate to events or
transactions that have not yet occurred, our expectations or estimates for our
future operations, our growth strategies or business plans or other facts that
have not yet occurred. Such statements can be identified by the use of
forward-looking terminology such as "might," "may," "will," "could," "expect,"
"anticipate," "estimate," "likely," "believe," or "continue" or the negative
thereof or other variations thereon or comparable terminology. The above risk
factors contain discussions of important factors that should be considered by
prospective investors for their potential impact on forward-looking statements
included in this prospectus and in the documents incorporated by reference into
this prospectus. These important factors, among others, may cause actual results
to differ materially and adversely from the results expressed or implied by the
forward-looking statements.
USE OF PROCEEDS
The selling security holders will receive the net proceeds from the
sale of shares. We will not receive any of the proceeds from any sale of the
shares by the selling security holders. However, we will receive the proceeds
from the cash exercise of warrants to purchase certain of the shares offered
hereunder. If all warrants covered hereby are exercised for cash in accordance
with their terms, we would receive gross proceeds of $13,119,641. Any such gross
proceeds will be used for working capital purposes.
DESCRIPTION OF THE TRANSACTIONS
On October 29, 2004, we issued to Oakwood Financial Services, LLC, a
convertible promissory note in the principal amount of $50,000 bearing interest
at the rate of ten percent (10.0%) per annum, due January 25, 2005, convertible
at the option of the holder, into shares of our common stock at a conversion
price of $1.20 per share. Interest on the note was payable in cash.
Additionally, we issued to Oakwood a warrant to purchase 41,667 shares of our
common stock at an exercise price of $1.80 per share. Oakwood may exercise the
warrant at any time through October 29, 2009. On February 3, 2005, we paid all
accrued and outstanding principal and interest on the note in cash. We are
obligated to register for resale the shares of common stock issuable upon
exercise of the warrant on a registration statement filed with the Securities
and Exchange Commission ("SEC").
On November 11, 2004, we issued to Sunstream Corporation, a convertible
promissory note in the principal amount of $25,000 bearing interest at the rate
of ten percent (10.0%) per annum, due December 15, 2004, convertible at the
option of the holder, into shares of our common stock at a conversion price of
$1.20 per share. Interest is payable in cash. Additionally, we issued to
Sunstream a warrant to purchase 62,500 shares of our common stock at an exercise
price of $1.00 per share. Sunstream may exercise the warrant at any time through
November 11, 2009. We agreed to use reasonable efforts to register for resale
the shares of common stock issuable upon conversion of the note and exercise of
the warrant on our next registration statement and use best efforts to cause
such registration statement to be declared effective as soon as practicable
thereafter.
14
Pursuant to a securities exchange agreement by and between us and each
of Blue Valley Ltd., Cherry Blossom Ltd., Forum Managers Ltd., Lakeview
Properties Ltd., and Norfolk Ltd., each of the secured note holders agreed to
exchange all of their convertible secured promissory notes, in the aggregate
principal amount of $4,731,870, plus interest in the aggregate amount of
$137,162, due January 14, 2005, into an aggregate number of 4,271,085 restricted
shares of our common stock at a price of $1.14 per share, plus the issuance of
three-year warrants to purchase an aggregate of 1,000,000 shares of common stock
at an exercise price of $1.14 per share. We are obligated to register for resale
the shares of common stock and the shares of common stock underlying the
warrants issuable to the investors on this registration statement, or within 60
days following the date of the agreements upon a written demand by the note
holders requesting the filing of such registration statement.
On December 2, 2004, we issued to Platinum Partners Value Arbitrage
Fund L.P., Briarwood Investments Ltd. and Design Investments Ltd. convertible
promissory notes in the aggregate principal amount of $400,000 bearing interest
at the rate of six percent (6.0%) per annum, due March 1, 2005. In connection
with the note financing, we issued a convertible promissory note in the
principal amount of $52,000 to Harborview Capital Management LLC as an advisory
fee on the same terms and conditions as the investors. One hundred and twenty
percent (120%) of the outstanding principal amount of the notes are
automatically convertible into other securities issued by us in any subsequent
transaction with gross proceeds to us of a minimum of $1,000,000. Interest on
the notes was payable at our option in cash or securities issued in a subsequent
transaction. As an inducement to enter into the transactions, we issued to the
investors an aggregate of 480,000 shares of our common stock and the advisor
received 48,000 shares of our common stock. As a result of the closing of the
January 2005 Transaction (as defined below), previously issued and outstanding
notes in the aggregate principal amount of $452,000, plus interest in the amount
of $3,614, are automatically convertible into one hundred and twenty percent
(120%) of principal amount of debentures, together with warrants, having the
same terms and conditions as set forth above. As a result, convertible
redeemable debentures in the aggregate principal amount of $546,015, initially
convertible at $2.40 per share, and warrants to purchase an aggregate of 201,351
shares of common stock, initially exercisable at $2.40 per share, were issued to
the investors. We are obligated to register for resale the securities issuable
upon conversion of the notes and the shares of common stock issuable to the
investors on our next registration statement filed with the Securities and
Exchange Commission.
On January 12, 2005, we entered into a securities purchase agreement
with DKR Soundshore Oasis Holding Fund Ltd., Harborview Master Fund, L.P. and
Platinum Partners Value Arbitrage Fund, L.P., each an institutional investor,
pursuant to which we agreed to sell, and the investors agreed to purchase, 8%
convertible redeemable debentures in the aggregate amount of up to $4,000,000
and five-year warrants to purchase up to 1,666,667 shares of common stock at an
exercise price of $2.40 (the "January 2005 Transaction"). The debentures were
convertible into our common stock at an initial conversion price of $2.40. A
first closing of $2,000,000 occurred on January 13, 2005 and a second closing of
$2,000,000 shall occur upon the completion of certain closing conditions set
forth in the securities purchase agreement. We are obligated to redeem one-fifth
of the principal and interest amount on the debentures in cash or, at our
option, shares of common stock, on the first day of each month, commencing on
the earlier of (a) May 12, 2005, and (b) the first date following the 20th day
after the effective date of the registration statement registering for resale
the securities issuable upon conversion of the debentures, and ending upon the
full redemption of the debentures. If we elect to make redemption payments in
shares of common stock, the principal amount is convertible based upon a
conversion price equal to the lesser of the initial conversion price or 85% of
the average of the three lowest closing bid prices for our common stock during
the 20 trading days immediately prior to the monthly redemption date. We are
also obligated to pay 8% in interest on the outstanding principal on the
debentures (i) on the effective date on which the debentures are
15
converted into shares of common stock, (ii) on each monthly redemption date or
(iii) on the maturity date, at the interest conversion rate.
Assuming the maximum amount of $4,000,000 is purchased, we have agreed
to issue to the investors additional investment rights to purchase additional
debentures in the aggregate principal amount of up to $1,333,200 together with
five year warrants to purchase an aggregate of 550,000 shares of our common
stock, on the same terms and conditions as the original debentures and warrants.
The debentures and warrants are subject to customary protection against
dilution. Upon each closing, the Company's financial advisors J.H. Darbie & Co.,
Inc. and Harborview Capital Management LLC are entitled to receive a warrant to
purchase seven percent (7%) of the shares of common stock issuable upon
conversion of the debentures at an exercise price of $2.40.
We agreed to register with the SEC 125% of the shares of common stock
issuable upon conversion of principal and interest under the debentures and upon
exercise of the warrants. In the event that we fail to file a registration
statement with the SEC by February 3, 2005, or in the event such registration
statement is filed but is not declared effective by the SEC by April 30, 2005,
then we will be obligated to pay the holders of the registrable securities
liquidated damages equal to 1.5% of their total investment for each 30 day
period until the registration statement is filed or declared effective. We
agreed to keep the registration statement effective until the earlier of (i) the
date upon which all shares covered by the registration statement have been sold,
or (ii) the date when all such shares are eligible to be sold without volume
restrictions under Rule 144(k) of the Securities Act of 1933.
On or about March 11, 2005, we entered into a fee payment agreement
with PC Newco, LLC as collection agent for the law firm of Jenkens & Gilchrist
Parker Chapin, LLP for legal services, pursuant to which, in lieu of payment in
cash for certain obligations in the amount of $377,453 for services previously
provided, and for services to be provided by the vendor to us in the future, we
agreed to issue to PC Newco, LLC an aggregate of 350,000 shares of common stock
on behalf of such vendor.
On March 10, 2005, we entered into a letter agreement with Crescent
Communications, Inc., a vendor, for investor communication and consulting
services to be provided by the vendor to us. The agreement provides that, in
lieu of payment in cash for monthly fees equal to $7,000 per month, we, at our
option, may issue to the vendor shares of our common stock. The term of the
agreement is one year with prior termination by either party without cause on
thirty days notice. In addition, we agreed to issue to the vendor warrants to
purchase up to 75,000 shares of common stock at an exercise price of $1.80 per
share for a five year term, which warrants shall vest with respect to 15,000
warrant shares upon execution of the agreement, and 5,000 warrant shares per
month thereafter.
On March 8, 2005, we entered into an agreement for payment of account
with Design Accessories, a vendor, pursuant to which, in lieu of payment in cash
obligations equal to $20,668.66 for equipment to be provided by the vendor to us
in the future, we agreed to issue to the vendor an aggregate of 10,994 shares of
its common stock to such vendor, at a purchase price of $1.88 per share.
On March 7, 2005, we entered into an agreement for payment of account
with Mathe, Inc., a vendor, pursuant to which, in lieu of payment in cash for
certain equipment and installation services provided and to be provided by the
vendor to us in the future, we agreed to issue to the vendor an aggregate of
500,000 shares of our common stock.
On March 7, 2005, we entered into an agreement for payment of account
with ROI Group Associates, our vendor, pursuant to which, in lieu of payment of
cash obligations equal to
16
$250,000 for investor relations and research services provided and to be
provided by the vendor to us in the future, we agreed to issue to the vendor an
aggregate of 138,889 shares of our common stock to such vendor, at a purchase
price of $1.80 per share.
On December 1, 2004, we entered into an investor relations agreement
with ShazamStocks Inc. for investor communication and consulting services to be
provided by the vendor to us. The agreement provides that, in lieu of payment of
cash fees equal to $45,000, we shall issue shares of common stock to such vendor
based upon a price of $0.985 cents per share, or 45,685 shares of common stock.
The term of the agreement was for a period of three months commencing on
December 6, 2004.
On March 23, 2005, in connection with the settlement of a dispute in
mediation, we entered into a settlement agreement in principle with Mr. Lawrence
Waldman, as trustee for certain individuals. Under the settlement agreement, in
order to satisfy obligations owed by us to the individuals in the aggregate
amount of $75,000, we agreed to issue to the trustee an aggregate of 41,667
shares of common stock which shares may be sold following registration of such
shares during a 15 business day trading period. In order to secure the
obligations, we agreed to deposit the amount of $75,000 due and owing to it from
a third party in an escrow account. The escrow account shall be utilized to
satisfy any amounts still due and owing to the individuals following the sale of
the shares, less an amount of $25,000 payable from the escrow account to a third
party. Following all disbursements from the escrow account, the parties will
execute mutual releases and file stipulations to dismiss any pending action with
prejudice. We agreed to register the shares with the SEC as soon as possible but
not later than April 30, 2005.
On March 31, 2005, the Company entered into a securities purchase
agreement with Alpha Capital AG, Ellis International Ltd. and Double U Master
Fund LP, each an institutional investor, pursuant to which the Company agreed to
sell, and the investors agreed to purchase, 8% convertible redeemable debentures
in the aggregate amount of $2,600,000 and five-year warrants to purchase 840,000
shares of common stock at an exercise price of $1.25. The debentures are
convertible into common stock of the Company at an initial conversion price of
$1.25. A first tranche of $1,050,000 closed on March 31, 2005 and a second
tranche of $250,000 closed on April 11, 2005. A second closing of $1,300,000
shall occur upon the completion of certain closing conditions set forth in the
securities purchase agreement. The Company is obligated to redeem one-fifth of
the principal and interest amount on the debentures in cash or, at the option of
the Company, shares of common stock, on the first day of each month, commencing
on the earlier of (a) July 29, 2005, and (b) the first date following the 20th
day after the effective date of the registration statement registering for
resale the securities issuable upon conversion of the debentures, and ending
upon the full redemption of the debentures. If the Company elects to make
redemption payments in shares of common stock, the principal amount is
convertible based upon a conversion price equal to the lesser of the initial
conversion price or 85% of the average of the three lowest closing bid prices
for the Company's common stock during the 20 trading days immediately prior to
the monthly redemption date. The Company is also obligated to pay 8% in interest
on the outstanding principal on the debentures (i) on the effective date on
which the debentures are converted into shares of common stock of the Company,
(ii) on each monthly redemption date or (iii) on the maturity date, at the
interest conversion rate.
Assuming the maximum amount of $2,600,000 is purchased, we agreed to
issue to the investors additional investment rights to purchase additional
debentures in the aggregate principal amount of up to $866,580 along with five
year warrants to purchase an aggregate of 693,264 shares of our common stock, on
the same terms and conditions as the original debentures and warrants. The
debentures and warrants are subject to customary protection against dilution. At
the first closing, we paid a cash fee of 3% of the original purchase price for
liquidated damages owed to the investors in the January, 2005 Transaction. In
addition, upon each closing, our
17
financial advisors, J.H. Darbie & Co., Inc. and Harborview Capital Management
LLC, are entitled to receive a warrant to purchase seven percent (7%) of the
shares of common stock issuable upon conversion of the debentures at an exercise
price of $1.25.
In connection with the above transactions and in order to obtain the
waiver and consent of the investors in the January 2005 Transaction, the Company
entered into an amendment, dated as of March 31, 2005, to the securities
purchase agreement, dated as of January 12, 2005, with DKR Soundshore Oasis
Holding Fund Ltd., Harborview Master Fund, L.P. and Platinum Partners Value
Arbitrage Fund, L.P., each an institutional investor, pursuant to which the
initial conversion price for the 8% convertible redeemable debentures in the
aggregate amount of up to $4,000,000 ($2,000,000 of which were sold to the
investors at the first closing) was reduced from $2.40 to $1.25 and the exercise
price of the five-year warrants to purchase up to 1,666,667 shares of common
stock was reduced from $2.40 to $1.25. In addition, the additional investment
rights to purchase additional debentures in the aggregate principal amount of up
to $1,320,000 along with five year warrants to purchase an aggregate of 550,000
shares of the Company's common stock, on the same terms and conditions as the
original debentures and warrants, were modified by the amendment to reduce the
conversion and exercise price from $2.40 to $1.25. Moreover, the conversion
price of convertible redeemable debentures in the aggregate principal amount of
$546,015 and the exercise price of warrants to purchase an aggregate of 201,351
shares of common stock was reduced from $2.40 to $1.25. Pursuant to the
amendment, as further amended on April 12, 2005, if we do not file a
registration statement covering the underlying shares of common stock on or
before April 13, 2005, the original investors in the January, 2005 Transaction
have the right not to purchase convertible debentures and warrants otherwise
required at the second closing.
We agreed to register with the SEC 125% of the shares of common stock
issuable upon conversion of principal and interest under the debentures and upon
exercise of the warrants. In the event that we fail to file a registration
statement with the SEC by April 13, 2005, or in the event such registration
statement is filed but is not declared effective by the SEC by April 30, 2005,
then we will be obligated to pay the holders of the registrable securities
liquidated damages equal to 1.5% of their total investment for each 30 day
period until the registration statement is filed or declared effective. We
agreed to keep the registration statement effective until the earlier of (i) the
date upon which all shares covered by the registration statement have been sold,
or (ii) the date when all such shares are eligible to be sold without volume
restrictions under Rule 144(k) of the Securities Act of 1933.
In connection with the closing of the acquisition of Berdy Medical
Systems, Inc., we agreed to issue to Mr. Jonathan Rich, our financial advisor,
3,333 shares of common stock. We agreed to include the shares on our next
registration statement (of which this prospectus forms a part).
On April 8, 2005, we agreed to pay to Bairstow Partners, Idlewyld, LLC,
Mr. Gerald Yanowitz and Ms. Catherine Allison, the aggregate amount of $450,000
in settlement of any and all potential claims against us relating to the terms
and conditions of their securities purchase agreements with us. In connection
with the settlement agreement, we agreed to register the aggregate amount of
500,000 shares of common stock on our next registration statement (of which this
prospectus forms a part) in satisfaction of such settlement amount.
Reference is made to the exhibits to the Registration Statement (of
which this prospectus forms a part) for more complete descriptions of the
provisions that are summarized under this caption.
18
SELLING STOCKHOLDERS
The following table sets forth the shares beneficially owned, as of
April 8, 2005, by the selling stockholders prior to the offering contemplated by
this prospectus, the number of shares each selling stockholder is offering by
this prospectus and the number of shares which each would own beneficially if
all such offered shares are sold. The selling stockholders acquired their
beneficial interests in the shares being offered hereby in transactions
described under the heading "Description of the Transactions." Except as
expressly set forth below, none of the selling stockholders is a registered
broker-dealer or an affiliate of a registered broker-dealer. Each of the selling
stockholders has acquired his, her or its shares solely for investment and not
with a view to or for resale or distribution of such securities.
Beneficial ownership is determined in accordance with SEC rules and
includes voting of investment power with respect to the securities. However,
certain of the selling stockholders is subject to certain limitations on the
exercise of their warrants or conversion of their convertible debentures, if
any. The most significant of these limitations is that such selling stockholder
may not exercise its warrants or convert its convertible debentures, if such
exercise or conversion would cause such holder's beneficial ownership of our
common stock (excluding shares underlying any of their unexercised warrants or
unconverted convertible debentures) to exceed 4.99% of the outstanding shares of
common stock.
19
Number of Percentage
Shares of of Common
Shares of Common Common Stock Stock Owned
Stock Owned Prior Shares of Common Owned After after the
Names and Addresses to Offering Stock to be Sold the Offering Offering
---------------------------------------------------------------------------------------------------------------
Oakwood Financial Services LLC (1) 41,667 41,667 (2) 0 0
DKR Soundshore Oasis Holding Fund 4,920,933 4,920,933 (4) 0 0
Ltd. (3)
Harborview Master Fund LP (5) 3,690,700 3,690,700 (6) 0 0
Platinum Partners Value Arbitrage 2,147,996 2,147,996 (8) 0 0
Fund L.P. (7)
Briarwood Investments Ltd. (9) 366,799 366,799 (10) 0 0
Design Investments, Ltd. (11) 183,399 183,399 (12) 0 0
Harborview Capital Management LLC. (13) 412,375 412,375 (14) 0 0
J.H. Darbie & Co. Inc. (15) 26,226 26,226 (16) 0 0
Blue Valley Ltd. (17) 1,114,824 1,114,824 (18) 0 0
Cherry Blossom Ltd. (19) 1,241,850 1,241,850 (20) 0 0
Forum Managers Ltd. (21) 901,761 901,761 (22) 0 0
Lakeview Properties Ltd. (23) 901,761 901,761 (24) 0 0
Norfolk Ltd. (25) 1,110,886 1,110,886 (26) 0 0
ROI Group Associates Inc. (27) 138,889 138,889 (28) 0 0
ShazamStocks Inc. (29) 45,685 45,685 (30) 0 0
Crescent Communications, Inc. (31) 159,000 159,000 (32) 0 0
Jonathan Rich (33) 3,333 3,333 (34) 0 0
Design Accessories (35) 10,994 10,994 (36) 0 0
Mathe, Inc. (37) 500,000 500,000 (38) 0 0
PC Newco LLC(39) 350,000 350,000 (40) 0 0
Sunstream Corporation (41) 83,333 83,333 (42) 0 0
Alpha Capital AG (43) 1,966,330 1,966,330 (44) 0 0
20
Ellis International Ltd. (45) 917,620 917,620 (46) 0 0
Double U Master Fund LP (47) 3,932,659 3,932,659 (48) 0 0
Bairstow Partners (49) 250,000 250,000 (50) 0 0
Idlewyld, LLC (51) 150,000 150,000 (52) 0 0
Gerald Yanowitz (53) 75,000 75,000 (54) 0 0
Catherine Allison (55) 25,000 25,000 (56) 0 0
Lawrence Waldman (57) 41,667 41,667 (58) 0 0
----------
Less than 1%
(1) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. James Blake. The address of the selling
stockholder is 239 Bloomfield Avenue, Bloomfield, New Jersey
07003.
(2) Includes 41,667 shares issuable upon exercise of warrants to
purchase shares of common stock.
(3) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Brad Caswell, Director. The address of the
selling stockholder is c/o DKR Capital Partners L.P., 1281
East Main Street, Stamford, CT 06902.
(4) Includes 2,573,745 shares issuable upon exercise of warrants
to purchase shares of common stock and 2,347,188 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures assuming full exercise of
additional investment rights held by the selling stockholder.
(5) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock are Mr. David Stefansky and Mr. Richard Rosenblum. The
address of the selling stockholder is Harbor House, Waterfront
Drive, P.O. Box 972, Road Town, Tortola, British Virgin
Islands.
(6) Includes 1,930,309 shares issuable upon exercise of warrants
to purchase shares of common stock and 1,760,391 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures assuming full exercise of
additional investment rights held by the selling stockholder.
(7) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Mark Nordlicht. The address of the selling
stockholder is 152 West 57th Street, 54th Floor, New York, New
York 10019.
(8) Includes 888,964 shares issuable upon exercise of warrants to
purchase shares of common stock and 959,032 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures assuming full exercise of
additional investment rights held by the selling stockholder.
(9) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Ms. Vanessa Andrade. The address of the selling
stockholder is 1040 1st Avenue, Suite 190, New York, New York
10022.
(10) Includes 120,717 shares issuable upon exercise of warrants to
purchase shares of common stock and 126,082 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures.
21
(11) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Haim Rolnitsky. The address of the selling
stockholder is 9 Tanbark Circuit, Werrington Downs NSW 2747
Australia.
(12) Includes 60,358 shares issuable upon exercise of warrants to
purchase shares of common stock and 63,041 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures.
(13) The selling stockholder advised us that the natural persons
having voting or dispositive power over such shares of common
stock are Mr. David Stefansky and Mr. Richard Rosenblum,
members of Harborview Advisors, LLC, its manager. The address
of the selling stockholder is 850 Third Avenue, New York, New
York 10022.
(14) Includes 298,813 shares issuable upon exercise of warrants to
purchase shares of common stock and 65,562 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures.
(15) The selling stockholder is a registered broker-dealer. The
selling stockholder advised us that the natural person having
voting or dispositive power over such shares of common stock
is Mr. Robert Rabinowitz. The address of the selling
stockholder is 99 Wall Street, New York, New York 10005.
(16) The selling stockholder is a registered broker-dealer.
Includes 26,226 shares issuable upon exercise of warrants to
purchase shares of common stock.
(17) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Chagit Weinstock. The address of the selling
stockholder is Burbage House, 83-85 Curtain Road, London EC2A
3BS.
(18) Includes 211,372 shares issuable upon exercise of warrants to
purchase shares of common stock.
(19) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Irit Cohen. The address of the selling
stockholder is 20 McCallum Street, 10-03 Asia Chambers,
Singapore 069046.
(20) Includes 235,456 shares issuable upon exercise of warrants to
purchase shares of common stock.
(21) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Roy Kimchi. The address of the selling
stockholder is 7 Globe House, 15 Fitzroy Mews, London, UK
(22) Includes 170,900 shares issuable upon exercise of warrants to
purchase shares of common stock.
(23) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Heller Eran. The address of the selling
stockholder is 21 Leigh Street, London WC1H 9QX.
(24) Includes 170,900 shares issuable upon exercise of warrants to
purchase shares of common stock.
(25) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Berak Bing. The address of the selling
stockholder is 20 McCallum Street, 12-03 Asia Chambers,
Singapore 069046.
22
(26) Includes 211,372 shares issuable upon exercise of warrants to
purchase shares of common stock.
(27) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Robert Giordano. The address of the selling
stockholder is 39 Broadway, Suite 2410 New York, New York
10006.
(28) Includes shares of our common stock.
(29) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Kenneth Weiner. The address of the selling
stockholder is 14703 Horshoe Bend Court, Granger, IN 46530.
(30) Includes shares of our common stock.
(31) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares is Mr.
David Long. The address of the selling stockholder is 2
Florian Court, Westport, CT 06880.
(32) Includes 75,000 shares issuable upon exercise of warrants to
purchase shares of our common stock.
(33) The address of the selling stockholder is c/o vFinance
Investments, Inc., 880 Third Avenue, New York, New York 10022.
(34) Includes shares of our common stock.
(35) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. James M. Dillon. The address of the selling
stockholder is 3636 Aerial Way Drive SW, Roanoke, Virginia
24018.
(36) Includes shares of our common stock.
(37) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Mark Hicks. The address of the selling
stockholder is 1259 Route 46 East Building No. 1, Parsippany,
New Jersey 07054.
(38) Includes shares of our common stock.
(39) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Mark Abramowitz. The address of the selling
stockholder is 405 Lexington Avenue, New York, New York 10174.
(40) Includes shares of our common stock.
(41) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Tom Meade. The address of the selling stockholder
is 6 Spring Forest Avenue, Binghamton, New York 13905.
(42) Includes 62,500 shares issuable upon exercise of warrants to
purchase common stock.
(43) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Konrad Ackerman . The address of the selling
stockholder is Pradafant 7, Furstentums 9490, Vaduz,
Liechtenstein.
(44) Includes 999,975 shares issuable upon exercise of warrants to
purchase shares of common stock and 966,355 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures.
23
(45) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Wilhelm Ungar The address of the selling stockholder
is 20 East Sunrise Highway, Suite 302, Valley Stream, New York
11581.
(46) Includes 466,655 shares issuable upon exercise of warrants to
purchase shares of common stock and 450,965 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures.
(47) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. David Sims. The address of the selling
stockholder is Harbour House, Waterfront Drive, P.O. Box 972,
Road Town, Tortola, BVI.
(48) Includes 1,999,950 shares issuable upon exercise of warrants
to purchase shares of common stock and 1,932,709 shares of our
common stock issuable upon conversion or redemption of
convertible redeemable debentures.
(49) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Anthony L.M. Inder Rieden. The address of the
selling stockholder is Charlotte House, Charlotte Street, P.O.
Box N 9204, Nassau, Bahamas.
(50) Includes shares of our common stock.
(51) The selling stockholder advised us that the natural person
having voting or dispositive power over such shares of common
stock is Mr. Jeffrey Smith. The address of the selling
stockholder is 505 Idlewyld Drive, Ft. Lauderdale, Florida
33301.
(52) Includes shares of our common stock.
(53) The address of the selling stockholder is 30 Merril Circle
South, Moraga, California 94556.
(54) Includes shares of our common.
(55) The address of the selling stockholder is 825 Highland Lane
#212, Atlanta, Georgia 30306.
(56) Includes shares of our common stock.
(57) The address of the selling stockholder is 4500 Cooper Rd.,
Suite 301, Cincinnati, Ohio 45242.
(58) Includes shares of our common stock.
Relationship Between Ramp and the Selling Stockholders
Except as disclosed in this prospectus, none of the selling
stockholders are affiliates of us or controlled by our affiliates. Except as
disclosed in this prospectus, none of the selling stockholders are now or were
at any time in the past an officer or director of ours or of any of our
predecessors or affiliates. We have separate contractual obligations to file
this registration statement (of which this prospectus forms a part) with each of
the selling stockholders.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 400,000,000 shares of common stock,
par value $.001 per share, and 2,500,000 shares of preferred stock, par value
$1.00 per share. As of March 21, 2005, we had outstanding 12,959,074 shares of
common stock and 1 share of 1996 Preferred Stock.
24
The information in this prospectus reflects our 1-for-60 reverse stock
split of our common stock which became effective on December 1, 2004.
Common Stock
Each share of common stock is entitled to one vote at all meetings of
stockholders. Stockholders are not permitted to accumulate votes in the election
of directors. Currently, the Board of Directors consists of five directors, who
serve for staggered terms of three years, with at least two directors elected at
every annual meeting. All shares of common stock are equal to each other with
respect to liquidation rights and dividend rights. There are no preemptive
rights to purchase any additional shares of common stock. In the event of our
liquidation, dissolution or winding up, holders of the common stock will be
entitled to receive on a pro rata basis all of our assets remaining after
satisfaction of all liabilities and preferences of the outstanding preferred
stock.
Preferred Stock
We are authorized to issue up to 2,500,000 shares of preferred stock.
Our preferred stock may be issued in one or more series, the terms of which may
be determined at the time of issuance by our Board of Directors, without further
action by stockholders and may include voting rights (including the right to
vote as a series on particular matters), preferences as to dividends and
liquidation, conversion, redemption rights and sinking fund provisions. The
issuance of preferred stock could reduce the rights, including voting rights, of
the holders of common stock, and, therefore, reduce the value of our common
stock. In particular, specific rights granted to future holders of preferred
stock could be used to restrict our ability to merge with or sell our assets to
a third party, thereby preserving control of Ramp Corporation by existing
management.
Transfer Agent and Registrar
We have retained Computershare Trust Company, Inc., 350 Indiana Street,
Suite 800, Golden, Colorado 80401, as Transfer Agent and Registrar, for our
common stock. Computershare Trust Company's telephone number is (303) 262-0600.
PLAN OF DISTRIBUTION
The selling security holders and any of their pledgees, donees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility
on which the shares are traded. These sales may be at fixed or negotiated
prices. The selling security holders may use any one or more of the following
methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales, but, if at all, only after the effectiveness of
the Registration Statement and the approval for listing by the
American Stock Exchange of the shares of common stock offered
hereby;
25
o broker-dealers may agree with the selling security holders to
sell a specified number of such shares at a stipulated price
per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling security holders may also sell shares under Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), if available,
rather than under this prospectus.
The selling security holders may also engage in short sales against the
box, puts and calls and other transactions in our securities or derivatives of
our securities and may sell or deliver shares in connection with these trades.
The selling security holders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling stockholder defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
shares. We believe that the selling security holders have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares other than ordinary course
brokerage arrangements, nor is there an underwriter or coordinating broker
acting in connection with the proposed sale of shares by the selling security
holders.
Broker-dealers engaged by the selling security holders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated. The selling security holders do not expect these
commissions and discounts to exceed what is customary in the types of
transactions involved.
Selling security holders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. If the selling security
holders are deemed to be underwriters, the selling security holders may be
subject to certain statutory and regulatory liabilities, including liabilities
imposed pursuant to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5
under the Exchange Act.
We are required to pay all fees and expenses incident to the
registration of the shares. Otherwise, all discounts, commissions or fees
incurred in connection with the sale of the common stock offered hereby will be
paid by the selling security holders.
Upon our being notified by a selling stockholder that any material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling stockholder and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information set
out or incorporated by reference in this prospectus, and (vi) other facts
material to the transaction.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers. In addition, in certain
states the shares may not be sold unless the shares have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and complied with.
26
We advised the selling security holders that the anti-manipulative
provisions of Regulation M promulgated under the Exchange Act may apply to their
sales of the shares offered hereby.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in general, that a corporation incorporated under the
laws of the State of Delaware, such as the registrant, may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification will be made in
respect of any claim, issue or matter as to which such person will have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonably entitled to
indemnity for such expenses.
Our Certificate of Incorporation and Bylaws provide that we shall
indemnify our directors, and officers, employees and agents to the extent and in
the manner permitted by the provisions of the laws of the State of Delaware, as
amended from time to time, subject to any permissible expansion or limitation of
such indemnification, as may be set forth in any stockholders' or directors'
resolution or by contract.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Ramp pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We file reports, proxy statements, information statements and other
information with the SEC. You may read and copy this information, for a copying
fee, at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its
public reference rooms. Our SEC filings are also available to the public from
commercial document retrieval services, from the American Stock Exchange and at
the web site maintained by the SEC at http://www.sec.gov.
We have filed the Registration Statement under the Securities Act, with
respect to the securities offered pursuant to this prospectus. This prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference
27
is made to the Registration Statement and the exhibits filed as a part thereof,
which may be found at the locations and website referred to above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to
"incorporate by reference" into this prospectus the information we file with the
SEC, which means that we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus. We incorporate by reference the following documents we
filed with the SEC:
o Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, filed on April 6, 2005;
o Our Current Report on Form 8-K/A, filed on January 26, 2004;
o Our Current Report on Form 8-K, filed on June 9, 2004;
o Our Current Report on Form 8-K, filed on January 5, 2005;
o Our Current Report on Form 8-K, filed on January 14, 2005;
o Our Current Report on Form 8-K, filed on March 11, 2005;
o Our Current Report on Form 8-K, filed on March 29, 2005;
o Our Current Report on Form 8-K, filed on April 8, 2005;
o Our Definitive Proxy Statement to Shareholders on Schedule
14A, filed on October 18, 2004; and
o Our Definitive Proxy Statement to Shareholders on Schedule
14A, filed on March 16, 2005.
We are also incorporating by reference all additional documents that we
may file with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act prior to the termination of this offering.
We are also incorporating by reference all additional documents that we
may file with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act after the date of the Registration Statement and prior
to effectiveness of the Registration Statement.
If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through the Commission
or us. Documents incorporated by reference are available from us without charge,
except exhibits, unless we have specifically incorporated by reference an
exhibit into a document that this prospectus incorporates. Stockholders may
obtain documents incorporated by reference into this prospectus by requesting
them in writing or by telephone from:
Ramp Corporation
Investor Relations
33 Maiden Lane
New York, New York 10038
(212) 440-1500
LEGAL MATTERS/INTERESTS OF COUNSEL
The validity of the shares of common stock offered hereby will be
passed upon for us by Troutman Sanders LLP, The Chrysler Building, 405 Lexington
Avenue, New York, New York 10174. Pursuant to the Fee Payment Agreement, PC
Newco, LLC, as collection agent for the law firm of Jenkens & Gilchrist Parker
Chapin LLP, was issued 350,000 shares of our common stock
28
as payment for legal services previously rendered and to be rendered to us in
connection with representation on our general corporate and securities matters.
We agreed to register the shares of common stock on this registration statement.
EXPERTS
Our consolidated financial statements as of and for the years ended
December 31, 2004 and 2003 appearing in our 2004 Form 10-K have been audited by
BDO Seidman, LLP, an independent registered public accounting firm, as stated in
their report dated March 16, 2005, appearing therein which contained an
explanatory paragraph indicating that substantial doubt exists as to our ability
to continue as a going concern, and have been incorporated herein by reference
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
Our consolidated financial statements as of and for the year ended
December 31, 2002, appearing in our 2004 Form 10-K have been audited by Ehrhardt
Keefe Steiner & Hottman PC, an independent registered public accounting firm, as
stated in their report appearing therein, and have been incorporated herein by
reference in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The financial statements of The Duncan Group, Inc. (d/b/a Frontline
Physicians Exchange) as of and for the years ended December 31, 2002 and 2001,
appearing in our current report on Form 8-K/A filed on January 26, 2004, and in
our current report on Form 8-K, filed on June 9, 2004, were audited by BDO
Seidman, LLP, an independent registered public accounting firm, as stated in
their report dated September 12, 2003 appearing therein, and have been
incorporated herein by reference in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
29
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We have not authorized any dealer, salesperson or
any other person to give any information or to represent
anything other than those contained in this prospectus in
connection with the offer contained herein, and, if given
or made, you should not rely upon such information or
representations as having been authorized by Ramp
Corporation. This prospectus does not constitute an offer
of any securities other than those to which it relates or 25,710,687
an offer to sell, or a solicitation of an offer to buy, SHARES OF COMMON STOCK
those to which it relates in any state to any person to
whom it is not lawful to make such offer in such state. The
delivery of this prospectus at any time does not imply that
the information herein is correct as of any time after the
date of this prospectus.
RAMP CORPORATION
TABLE OF CONTENTS
Page
PROSPECTUS SUMMARY......................................4
RISK FACTORS............................................5
FORWARD-LOOKING STATEMENTS..............................14
DESCRIPTION OF THE TRANSACTIONS.........................14
SELLING STOCKHOLDERS....................................19
DESCRIPTION OF SECURITIES...............................24
PLAN OF DISTRIBUTION....................................25
INDEMNIFICATION OF OFFICERS ____________
AND DIRECTORS....................................27
WHERE YOU CAN FIND MORE PROSPECTUS
INFORMATION ABOUT US.............................27 ____________
INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE........................28
LEGAL MATTERS/INTERESTS
OF COUNSEL......................................28
EXPERTS.................................................29
April __ , 2005
============================================================ ============================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the shares being
registered hereby.
Securities and Exchange Commission registration fee. $4,422.84
Printing and engraving expenses. 1,000.00
Legal fees and expenses. 20,000.00
Accounting fees and expenses. 10,000.00
Transfer Agent and Trustee fees and expenses. 1,000.00
Miscellaneous. 20,000.00
Total. $56,422.84
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides, in general, that a corporation incorporated under the
laws of the State of Delaware, such as the registrant, may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than a derivative action
by or in the right of the corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. In the case of a derivative action, a Delaware corporation
may indemnify any such person against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification will be made in
respect of any claim, issue or matter as to which such person will have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or any other court in which such
action was brought determines such person is fairly and reasonably entitled to
indemnity for such expenses.
Our Certificate of Incorporation and Bylaws provide that we shall
indemnify our directors, and officers, employees and agents to the extent and in
the manner permitted by the provisions of the laws of the State of Delaware, as
amended from time to time, subject to any permissible expansion or limitation of
such indemnification, as may be set forth in any stockholders' or directors'
resolution or by contract.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Ramp pursuant
to the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission,
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such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 16. Exhibits.
Exhibit
Number Description
------ -----------
5.1 Opinion of Troutman Sanders LLP.*
10.1 Securities Purchase Agreement, dated as of January 12, 2005,
among Ramp Corporation and each of DKR Soundshore Oasis Holding
Fund Ltd., Harborview Master Fund, L.P. and Platinum Partners
Value Arbitrage Fund, L.P., together with schedules attached
thereto.(1)
10.2 8% Convertible Debenture, dated January 12, 2005, issued to
each of DKR Soundshore Oasis Holding Fund Ltd., Harborview
Master Fund, L.P. and Platinum Partners Value Arbitrage Fund,
L.P. (1)
10.3 Common Stock Purchase Warrant, dated January 12, 2005, issued
to each of DKR Soundshore Oasis Holding Fund Ltd., Harborview
Master Fund, L.P. and Platinum Partners Value Arbitrage Fund,
L.P. (1)
10.4 Additional Investment Right, dated January 12, 2005, issued to
each of DKR Soundshore Oasis Holding Fund Ltd., Harborview
Master Fund, L.P. and Platinum Partners Value Arbitrage Fund,
L.P. (1)
10.5 Registration Rights Agreement, dated as of January 12, 2005,
among Ramp Corporation and each of DKR Soundshore Oasis Holding
Fund Ltd., Harborview Master Fund, L.P. and Platinum Partners
Value Arbitrage Fund, L.P. (1)
10.6 Convertible Promissory Note, dated October 29, 2004, by and
between the Company and Oakwood Financial Services, LLC. (2)
10.7 Warrant, dated October 29, 2004, issued by the Company to
Oakwood Financial Services, LLC. (2)
10.8 Note Purchase Agreement, dated as of November 22, 2004, by and
among the Company, Platinum Partners Value Arbitrage Fund L.P.,
Briarwood Investments and Design Investments, Ltd. (3)
10.9 Convertible Promissory Note dated November 22, 2004 in the
principal amount of $250,000 issued by the Company in favor of
Platinum Partners Value Arbitrage Fund L.P. (3)
10.10 Convertible Promissory Note dated December 1, 2004 in the
principal amount of $52,000 issued by the Company in favor of
Harborview Capital Management LLC. (3)
10.11 Convertible Promissory Note dated December 1, 2004 in the
principal amount of $100,000 issued by the Company in favor of
Briarwood Investments. (3)
10.12 Convertible Promissory Note dated December 1, 2004 in the
principal amount of $50,000 issued by the Company in favor of
Design Investments Ltd. (3)
10.13 Promissory Note dated as of December 1, 2004 in the principal
amount of $1,147,288.76 issued by the Company in favor of
Cherryblossom Ltd. (3)
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10.14 Promissory Note dated as of December 1, 2004 in the principal
amount of $1,029,935.81 issued by the Company in favor of Blue
Valley Ltd. (3)
10.15 Promissory Note dated as of December 1, 2004 in the principal
amount of $1,025,445.44 issued by the Company in favor of
Norfolk Ltd. (3)
10.16 Promissory Note dated as of December 1, 2004 in the principal
amount of $833,180.99 issued by the Company in favor of Forum
Managers Ltd. (3)
10.17 Promissory Note dated as of December 1, 2004 in the principal
amount of $833,180.99 issued by the Company in favor of
Lakeview Properties Ltd. (3)
10.18 Securities Exchange Agreement by and between Ramp Corporation
and Cherryblossom Ltd. (3)
10.19 Securities Exchange Agreement by and between Ramp Corporation
and Blue Valley Ltd. (3)
10.20 Securities Exchange Agreement by and between Ramp Corporation
and Norfolk Ltd. (3)
10.21 Securities Exchange Agreement, by and between Ramp Corporation
and Forum Managers Ltd. (3)
10.22 Securities Exchange Agreement, by and between Ramp Corporation
and Lakeview Properties Ltd. (3)
10.23 Warrant, dated December 3, 2004, issued by the Company to
Cherryblossom Ltd. (3)
10.24 Warrant, dated December 3, 2004, issued by the Company to Blue
Valley Ltd. (3)
10.25 Warrant, dated December 3, 2004, issued by the Company to
Norfolk Ltd. (3)
10.26 Warrant, dated December 3, 2004, issued by the Company to Forum
Managers Ltd. (3)
10.27 Warrant, dated December 3, 2004, issued by the Company to
Lakeview Properties Ltd. (3)
10.28 8% Convertible Debenture, dated January 12, 2005, issued to
each of Platinum Partners Value Arbitrage Fund, L.P., Briarwood
Investments Ltd., Design Investments, Ltd. and Harborview
Capital Management LLC. (1)
10.29 Common Stock Purchase Warrant, dated January 12, 2005, issued
to each of Platinum Partners Value Arbitrage Fund, L.P.,
Briarwood Investments Ltd., Design Investments, Ltd.,
Harborview Capital Management LLC and J.H. Darbie & Co., Inc.
(1)
10.30 Securities Purchase Agreement, dated as of March 31, 2005,
among Ramp Corporation and each of Double U Master Fund LP,
Alpha Capital AG and Ellis International Ltd.*
10.31 8% Convertible Debenture, dated March 31, 2005, issued to each
of Double U Master Fund LP, Alpha Capital AG and Ellis
International Ltd.*
10.32 Common Stock Purchase Warrant, dated January 12, 2005, issued
to each of Double U Master Fund LP, Alpha Capital AG and Ellis
International Ltd.*
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10.33 Additional Investment Right, dated January 12, 2005, issued to
each of Double U Master Fund LP, Alpha Capital AG and Ellis
International Ltd.*
10.34 Registration Rights Agreement, dated as of January 12, 2005,
among Ramp Corporation and each of Double U Master Fund LP,
Alpha Capital AG and Ellis International Ltd.*
10.35 Amendment No. 1 to the Securities Purchase Agreement dated as
of January 12, 2005 among Ramp Corporation, DKR Soundshore
Oasis Holding Fund Ltd., Harborview Master Fund, L.P., and
Platinum Partners Value Arbitrage Fund, L.P.*
10.36 Fee Payment Agreement, dated as of March 11, 2005, by and
between Ramp Corporation and PC Newco, LLC, as collection agent
for Jenkens & Gilchrist Parker Chapin LLP.*
10.37 Agreement for Payment of Account dated as of March 7, 2005 by
and between Ramp Corporation and Mathe, Inc.*
10.38 Agreement for Payment of Account dated as of March 7, 2005 by
and between Ramp Corporation and ROI Group Associates.*
10.39 Agreement for Payment of Account dated as of March 8, 2005 by
and between Ramp Corporation and Design Accessories.*
10.40 Letter Agreement dated March 10, 2005 by and between Ramp
Corporation and Crescent Communications, Inc.*
10.41 Investor Relations Agreement dated as of December 1, 2004 by
and between Ramp Corporation and Shazam Stocks Inc.*
10.42 Settlement Agreement in Principle dated March 23, 2005 by and
between Ramp Corporation and Lawrence Waldman, individually and
as trustee.*
10.43 Convertible Promissory Note dated November 11, 2004 in the
principal amount of $25,000 issued by Ramp Corporation in favor
of Sunstream Corporation.*
10.44 Common Stock Purchase Warrant, dated November 11, 2004 issued
to Sunstream Corporation.*
10.45 Amendment No. 2 to the Securities Purchase Agreement dated as
of January 12, 2005 among Ramp Corporation, DKR Soundshore
Oasis Holding Fund Ltd., Harborview Master Fund, L.P., and
Platinum Partners Value Arbitrage Fund, L.P.*
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC.*
23.2 Consent of BDO Seidman, LLP.*
23.3 Consent of Troutman Sanders LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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----------
(1) Previously filed with the Securities and Exchange Commission as an exhibit
to the Current report on Form 8-K for the event dated January 12, 2005 filed
with the SEC on January 14, 2005.
(2) Previously filed with the Securities and Exchange Commission as an exhibit
to the Current Report on Form 8-K for the event dated October 29, 2005 filed
with the SEC on November 4, 2004.
(3) Previously filed with the Securities and Exchange Commission as an exhibit
to the Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC
on April 6, 2005.
* Filed herewith.
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Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
1. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
3. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; provided, however, that clauses (a) and (b) do not apply
if the information required to be included in a post-effective
amendment by such clauses is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the
II-6
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities, other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this Registration Statement as of the time it was declared
effective.
2. For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on April 13, 2005.
RAMP CORPORATION
By: /s/ Andrew Brown
-----------------------------
Andrew Brown
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints Andrew Brown
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign and file Registration Statement(s)
and any and all pre- or post-effective amendments to such Registration
Statement(s), with all exhibits thereto and hereto, and other documents with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
---------- ------ ----
/s/ Andrew Brown
-------------------- Chairman, Chief Executive Officer, President and Director April 13, 2005
Andrew Brown (Principal Executive Officer)
/s/ Ron Munkittrick
-------------------- Chief Financial Officer, Executive Vice President and April 13, 2005
Ron Munkittrick Secretary (Principal Financial and Accounting Officer)
/s/ Steven C. Berger
-------------------- Director April 13, 2005
Steven C. Berger
/s/ Steve Shorr
-------------------- Director April 13, 2005
Steve Shorr
/s/ Tony Soich
-------------------- Director April 13, 2005
Tony Soich
/s/ Jeffrey A. Stahl
-------------------- Director April 13, 2005
Jeffrey A. Stahl
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