Mzt Holdings, Inc. - Current report filing (8-K)
January 03 2008 - 2:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported)
December 28,
2007
(Exact
name of registrant as specified in its charter)
Delaware
|
001-12128
|
04-2985132
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
of
incorporation)
|
|
|
330
Nevada Street, Newton, Massachusetts
|
02460
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.02
|
Termination
of a Material Definitive
Agreement.
|
On
January 2, 2008, following the full repayment by MZT Holdings, Inc. (the
“
Company
”) of all outstanding amounts owed under certain secured
promissory notes issued by the Company in January 2006, January 2007
and August
2007 (collectively, the “
Notes
”), the Company and SDS Capital Group SPC,
Ltd, as Collateral Agent for the benefit of the holders of the Notes,
entered
into an Agreement of Termination of Collateral Assignment Agreement (the
“
Termination Agreement
”). Pursuant to the Termination
Agreement, the Collateral Assignment Agreement, by and between the Company
and
the Collateral Agent, dated as of December 12, 2007 (the “
Collateral
Assignment Agreement
”) was terminated and the Company was authorized to take
all required action to terminate the Collateral Agent’s security interest in the
Collateral Assignment Agreement.
A
copy of
the Termination Agreement is attached hereto as Exhibit 10.1 and is hereby
incorporated by reference. The description of the foregoing document
contained in this Current Report on Form 8-K is qualified in its entirety
by
reference to such document.
In
addition, in accordance with the Company’s Certificate of Designations,
Preferences and Rights of the Series A Convertible Preferred Stock, as
amended
(the “
Designation
”), on December 27, 2007, the Company made full payment
to the holders of outstanding shares of its Series A Convertible Preferred
Stock
of the liquidation preference owed on those shares and, as a result,
those
shares were extinguished in accordance with their terms.
Item
5.02
|
Departure
of
Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
December 28, 2007, the Company entered into an Amended and Restated Change
of
Control Agreement (the “
Amended Agreement
”) with Patricia Randall, its
Secretary and General Counsel. The Amended Agreement incorporates
revisions to the term “Good Reason” to ensure compliance with the final
regulations under Internal Revenue Code Section 409A. In addition,
the Amended Agreement provides for the acceleration of the date on which
payment
of change of control severance benefits would become due to Ms. Randall
to (a)
March 12, 2008, assuming that her entitlement to benefits occurs before
that
date; or (b) if termination of her employment occurs after March 12,
2008,
promptly after the event that triggers entitlement to the benefits.
A
copy of
the Amended Agreement is attached hereto as Exhibit 10.2 and is hereby
incorporated by reference. The description of the foregoing document
contained in this Current Report on Form 8-K is qualified in its entirety
by
reference to such document.
Item
9.01
|
Financial
Statements and Exhibits.
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
10.1
|
|
Agreement
of Termination of Collateral Assignment Agreement dated January
2,
2008
|
|
|
|
|
|
10.2
|
|
Amended
and Restated Change of Control Agreement dated December 28,
2007
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
MZT
HOLDINGS, INC.
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|
|
|
|
|
|
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|
|
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Date: January
3, 2008
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By:
|
/s/ Patricia
Randall
Name:
Patricia Randall
|
|
|
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Title:
Secretary
|
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EXHIBIT
INDEX
Exhibit
No.
|
Description
|
10.1
|
Agreement
of Termination of Collateral Assignment Agreement dated January 2,
2008
|
|
|
10.2
|
Amended
and Restated Change of Control Agreement dated December 28,
2007
|
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