Compliance Systems Corporation to Acquire Execuserve Corp.

NEW YORK, Nov. 12, 2009 (GLOBE NEWSWIRE) -- Compliance Systems Corporation (OTCBB:COPI - News) announced today that it has signed a Memorandum of Understanding with Execuserve Corp., a privately held company, in a transaction which is intended to be a tax-free reorganization in which Execuserve would become a wholly-owned subsidiary of Compliance Systems Corporation. COPI previously announced that it had signed a Letter of Intent to enter into an exclusive licensing agreement to distribute Execuserve's Hire-Intelligence(TM) and Hire-Choice(TM) software program, which conducts dynamic assessments of prospective job seekers with embedded features, including artificial intelligence. "We believe Jim Robinson and his team have built a strong foundation in Execuserve, with an enviable suite of software advances incorporating artificial intelligence, the integration of which will benefit Compliance Systems," stated Dean Garfinkel, CEO of Compliance Systems Corporation. Jim Robinson, CEO of Execuserve, added, "Dean Garfinkel and I discovered early on in our discussions, that we share a common goal and after further discussions between our respective organizations it became clear that a license arrangement as previously agreed to would not be as beneficial to our shareholders as Execuserve becoming part of COPI." Compliance Systems Corporation's wholly owned subsidiary Call Compliance Inc. is the creator and developer of the patented TeleBlock "Do-Not-Call Blocking" system sold by telephone carriers worldwide suc...
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COMPLIANCE SYSTEMS CORP Files SEC form 8-K, Unregistered Sale of Equity Securities, Other Events, Financial Statement

Item 3.02 Unregistered Sales of Equity Securities. On September 21, 2009, Compliance Systems Corporation (the "Corporation"), a Nevada corporation, sold and issued to Agile Opportunity Fund, LLC ("Agile") a Secured Convertible Debenture (the "Agile September 2009 Debenture") in the original principal amount of $100,000 pursuant to the Omnibus Amendment and Securities Purchase Agreement, dated as of September 18, 2009 (the "Agile September 2009 Securities Purchase Agreement"), between the Corporation and Agile. The Agile September 2009 Debenture matures on March 21, 2009. In connection with the sale and issuance of the Agile September 2009 Debenture and for no further consideration, the Corporation issued to Agile 2 million shares (each, an "Agile September 2009 Equity Incentive Share") of the common stock, par value $0.001 per share (the "Common Stock"), of the Corporation. The Agile September 2009 Debenture is to bear interest at the rate of 15% per annum, payable monthly, although the Agile September 2009 Debenture further provides that, in addition to interest, Agile is entitled to an additional payment, at maturity or whenever principal is paid, such that Agile's annualized return on the amount of principal payment so paid equals 30%. The principal and all accrued and unpaid interest under the Agile September 2009 Debenture is, at the option of Agile, convertible into shares (each, an "Agile September 2009 Debenture Share") of Common Stock at a conversion price of $0.05 per share (subject to anti-dilution adjustment). The Corporation's obligations under the Agile September 2009 Debenture are secured by all of the assets of the Corporation and are subject to limited non-recourse guarantees of Dean R. Garfinkel, the Corporation's chief executive officer, Barry M. Brookstein, the Corporation's chief financial officer, and an entity in which Mr. Brookstein is the sole owner. Such guarantees have been secured by a p...
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COMPLIANCE SYSTEMS CORP Financials

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COMPLIANCE SYSTEMS CORP Files SEC form 8-K, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

Item 3.02 Unregistered Sales of Equity Securities. (a) We, Compliance Systems Corporation, have been deferring all or a portion of the salaries of our president and chief executive officer, Dean R. Garfinkel, our chief financial officer, Barry M. Brookstein, and our controller, Cecilia Carfora, since January 1, 2009. Messrs. Garfinkel and Brookstein also may be deemed two of our principal shareholders. The amount of deferred salaries total approximately $170,000 as of June 30, 2009, consisting of $85,000 due Mr. Garfinkel, $70,000 due Mr. Brookstein and $15,000 due Ms. Carfora. As reported in our Current Report on Form 8-K (Date of Report: June 24, 2009), filed with the Securities and Exchange Commission on June 30, 2009, as consideration for such deferrals, we agreed to grant five-year warrants (each, a "Deferred Salary Warrant") to purchase shares (each, a "Deferred Salary Warrant Share") of our common stock, par value $0.001 per share (the "Common Stock"), to the persons who agreed to such salary deferrals. We agreed to issue the Deferred Salary Warrants quarterly, as of the last day of each of our fiscal quarters, commencing June 30, 2009. The formula for determining the number of Deferred Salary Warrants to be issued as of the end of each fiscal quarter is 40 Deferred Salary Warrants for every $1 of salary deferred during such quarter and unpaid as of the end of such fiscal quarter; provided, however, that, with respect to the grants to be made on June 30, 2009, the number of Deferred Salary Warrants to be issued shall be determined by the reference to the aggregate unpaid deferred salary as of such date. Accordingly, as of June 30, 2009, we issued 3.4 million Deferred Salary Warrants to Mr. Garfinkel, 2.8 million Deferred Salary Warrants to Mr. Brookstein and 600,000 Deferred Salary Warrants to Ms. Carfora. Each Deferred Salary Warrant issued as of June 30, 2009 entitles its holder to purchase one Deferred Salary Warrant Share at a purchase price of $0.05 pe...
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COMPLIANCE SYSTEMS CORP Files SEC form 8-K, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

Item 3.02 Unregistered Sales of Equity Securities. (a) We, Compliance Systems Corporation, entered into a Promissory Note Exchange Agreement (the "Ponzio Exchange Agreement") with Henry A. Ponzio ("Ponzio") on June 24, 2009 and simultaneously consummated the transactions contemplated by the Ponzio Exchange Agreement. The transactions contemplated by, and consummated pursuant to, the Ponzio Exchange Agreement included: • the delivery and assignment to us of the Promissory Note of Call Compliance, Inc., one of our wholly-owned subsidiaries ("CCI"), dated April 27, 2006, in the principal amount of $150,000 and payable to Ponzio (the "Ponzio Original Note"); • our payment to Ponzio of $1,725 representing all accrued and unpaid interest under the Ponzio Original Note through June 24, 2009; • the issuance and delivery to Ponzio of our 18% Senior Subordinated Secured Promissory Note, dated June 24, 2009, in the principal amount of $150,000 and payable to Ponzio (the "Ponzio New Note"); • the grant by us to Ponzio of a senior subordinated security interest (the "Ponzio Security Interest") in all of our assets securing our obligations under the Ponzio New Note, as evidenced and subject to the terms and conditions of a Security Agreement, dated June 24, 2009 (the "Ponzio Security Agreement"), between Ponzio and us; • the grant and issuance by us to Ponzio of 3 million class "A" common stock purchase warrants (each, a "Ponzio Class A Warrant"), each Ponzio Class A Warrant entitling its holder to purchase one share (each, a "Ponzio Class A Warrant Share") of our common stock, par value $0.001 ("Common Stock"), at a purchase price of $0.05 per Ponzio Class A Warrant Share; and • the grant and issuance by us to Ponzio of 3 million class "B" common stock purchase warrants (each, a "Ponzio Class B Warrant"), each Ponzio Class B Warrant enti...
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COMPLIANCE SYSTEMS CORP Files SEC form 8-K, Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01 Entry into a Material Definitive Agreement. The registrant, Call Compliance, Inc., a wholly-owned subsidiary of the registrant ("CCI"), and Nascap Corp. ("Nascap") have amended the Loan Modification Agreement, that the parties entered into as of March 31, 2009 (the "Original Nascap Agreement"). The Original Nascap Agreement had, among other matters, required the registrant to issue a number of warrants to purchase shares of the registrant's common stock based on the outstanding principal amount of the revolving promissory note (the "Nascap Note") of the registrant payable to Nascap. Under the Original Nascap Agreement, the registrant is required to issue to Nascap twenty Class A and twenty Class B warrants for each $1.00 of principal outstanding under the Nascap Note on April 30, 2009. Each Class A warrant (each, a "Class A Warrant") and Class B warrant (each, a "Class B Warrant") shall entitle its holder to purchase one share of the registrant's common stock at $0.05 per share. Each Class B Warrant shall require its holder to pay the exercise price in the form of cancellation of amounts outstanding under the Nascap Note prior to payment of the exercise price in the form of cash. Pursuant to Amendment Number 1 to Loan Modification Agreement, dated as of April 30, 2009 (the "Amended Nascap Agreement"), the date for determining the number of warrants to be issued to Nascap was changed to the date during the period commencing on April 1, 2009 and terminating on June 30, 2009 in which the principal amount outstanding under the Nascap Note is the greatest. The Class A warrants and Class B warrants shall be issued as of June 30, 2009 and shall expire on June 30, 2014. The registrant reported the entering into of the Original Nascap Agreement in a Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009. Reference is hereby made to such Form 8-...
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COMPLIANCE SYSTEMS CORP Files SEC form 8-K, Other Events, Financial Statements and Exhibits

Show all filings for COMPLIANCE SYSTEMS CORP | Request a Trial to NEW EDGAR Online Pro Form 8-K for COMPLIANCE SYSTEMS CORP 20-Apr-2009Other Events, Financial Statements and Exhibits Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service - Copyright/IP Policy - Send Feedback SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for inform...
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COMPLIANCE SYSTEMS CORP Files SEC form 10-K, Annual Report

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Overview and Recent Developments The Company restructured its balance sheet in late 2007 by exchanging existing material debt obligations for equity and raising $2.5 million via a preferred stock offering, and set a course of action that would help our Company increase revenues, broaden its market presence and accentuate the Company's footprint in the marketplace. Unfortunately, as with most companies today, the recent economic downturn and the tightened credit markets have derailed those objectives. The following is a brief overview of recent events. In October, 2008, the Company entered into a non-binding memorandum of understanding ("MOU") with a wholesale Voice-over-Internet-Protocol ("VoIP") transport company, began its due diligence, negotiated and drafted definitive documents, and retained auditors for preparation of the acquisition target company's financial statements. The MOU contemplated the Company acquiring the transport company for a combination of cash, promissory notes and securities of the Company. Completion of the acquisition was anticipated to occur by the end of the first quarter of 2009, having expended funds to complete the due diligence and audit of the acquisition company along with working towards the finalization of the documents. Unfortunately, the acquisition was put on hold pending securing the necessary financing and/or restructuring the transaction. As anticipated, the Company drew down the remainder of its $600,000 credit facility with Agile Opportunity Fund, LLC by borrowing $300,000 in September 2008, and utilized these funds to finance operations through the end of 2008, including costs of approximately $70,000 related to the proposed acquisition of the VoIP company, as well as significant sales and marketing expenditures that were made in anticipation of the 2008 commercial release of TeleBlock by the co...
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