UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):

November 30, 2005

 

Aegis Communications Group, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware   0-14315   75-2050538

(State or other Jurisdiction

of Incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

8001 Bent Branch Drive, Irving, Texas 75063

(Address of principal executive offices) (Zip code)

 

Registrant’s telephone number, including area code:

(972) 868-0225

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 1.01    Entry into a Material Definitive Agreement.

 

(a)(1) and (a)(2)

 

On December 2, 2005, the Registrant announced that as of November 30, 2005, the Registrant entered into a Debt Conversion Agreement with World Focus, the owner of approximately 67% of the Registrant’s issued and outstanding common stock, in which World Focus will convert the aggregate outstanding principal and accrued and unpaid interest it holds under three promissory notes, totaling approximately $18.3 million, into shares of common stock of the Registrant at a conversion price of $0.038 per share. Interest under those three promissory notes will continue to accrue through the closing of the Debt Conversion Agreement.

 

On the assumption that the debt conversion closing occurs on December 20, 2005, World Focus would receive 487,287,678 shares of common stock of the Registrant (the interest rate on the three subject promissory notes is expected to change on December 20, 2005, making impossible a prediction of the exact amount of accrued interest under those notes, and therefore, the exact number of shares of common stock into which those three subject notes will convert on December 28, 2005 – as a result, the number of shares of common stock is given as of December 20, 2005 with the understanding that the final number of shares of common stock in the debt conversion will vary slightly). Given that the Registrant presently only has 139,946,978 authorized but unissued shares of common stock, there is not a sufficient number of shares of Registrant common stock available for the Registrant to effect the debt conversion.

 

As a result, the debt conversion is subject to the condition that the Registrant’s stockholders have approved an amendment to the Registrant’s Certificate of Incorporation to increase the number of shares of common stock that the Registrant is authorized to issue under its Certificate of Incorporation from 800,000,000 shares to 2,000,000,000 shares. Accordingly, in order to complete the debt conversion in accordance with the terms of the debt conversion agreement, the Board will submit to the Registrant’s stockholders a proposal to increase the number of authorized shares of common stock of the Registrant, which increase would be available, in part, to complete the World Focus debt conversion. The date for the Registrant’s stockholder meeting has been set for December 28, 2005, and the Registrant filed its preliminary proxy materials with the SEC in this regard on December 2, 2005.

 

The affirmative vote of the holders of a majority of the issued and outstanding common stock of the Registrant is required to approve the amendment to the Registrant’s Certificate of Incorporation. Since World Focus beneficially owns (and, accordingly, has the right to vote) in excess of a majority of the outstanding shares of common stock of the Registrant, and since World Focus has advised the Registrant that it expects to vote the shares of common stock

 

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beneficially owned by it in favor of the approval and adoption of that amendment, it is expected that the proposal to increase the amend the Certificate of Incorporation to increase the authorized common stock from 800,000,000 shares to 2,000,000,000 shares will be approved.

 

Upon consummation of the debt conversion and the issuance of certificates representing the shares of common stock issuable to World Focus by reason of the debt conversion, the Registrant’s obligations under the three subject promissory notes will be satisfied in full and World Focus will no longer have any claims or demands against the Registrant and its subsidiaries pursuant to the terms of those promissory notes or otherwise in connection with those promissory notes. It is anticipated that the debt conversion will be effected promptly after the Registrant’s stockholders approve the amendment to the Registrant’s Certificate of Incorporation and the appropriate certificate of amendment is filed with the Delaware Secretary of State.

 

In addition to the receipt of the necessary stockholder approval for the amendment to the Registrant’s Certificate of Incorporation, the closing of the debt conversion is subject to other customary conditions, including the receipt of regulatory approvals, there being no laws or other legal impediments that enjoin, restrict or prohibit consummation of the transaction, the accuracy of representations and warranties as of the closing, the performance of pre-closing covenants and agreements, and the delivery of various documents at closing, including delivery of the three subject promissory notes for cancellation.

 

Each party to the debt conversion agreement made customary representations and warranties to the other as to (a) its organization and good standing, (b) due authorization of the transaction documents and the debt conversion, (c) validity and binding nature of the transaction documents, (d) non-contravention of the debt conversion and the transaction documents with laws and other legal requirements, organizational documents and material agreements, (e) the absence of litigation and other proceedings which seek to enjoin, restrict or prohibit the debt conversion, and (f) the absence of any brokerage or similar fees in connection with the debt conversion. World Focus represented to the Registrant that it owned the three promissory notes being converted and all interest therein, free and clear of any liens and encumbrances, and made customary securities representations to enable the Registrant to issue the common stock pursuant to the debt conversion in compliance with applicable securities laws. The Registrant represented to World Focus the status of its authorized and issued capital stock.

 

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are “forward-looking statements”. Terms such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “predicts”, “may”, “should”, “will”, the negative thereof and similar expressions are intended to identify forward-

 

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looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: Aegis’s reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on Aegis’s labor force; reliance on technology; telephone and internet service dependence; and other operational, financial or legal risks or uncertainties detailed in Aegis’s SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. Aegis does not intend to update any of those forward–looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

99.1 Press Release dated December 2, 2005, announcing the Registrant’s entry into the Debt Conversion Agreement with World Focus.

 

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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 thereunto duly authorized.

 

   

Dated: December 2, 2005

     

AEGIS COMMUNICATIONS GROUP, INC.

            By:  

/s/ Kannan Ramasamy

               

Kannan Ramasamy

President and CEO

 

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INDEX TO EXHIBITS

 

Exhibit

Number


  

Description


99.1    Press Release dated December 2, 2005, announcing the Registrant’s entry into the Debt Conversion Agreement with World Focus.

 

6

Exhibit 99.1

 

LOGO

 

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

Contacts at the Company:

   

Aegis Communications Group, Inc.

 

Information Line (972) 868-0225

 

Aegis Communications Group Enters into Debt Conversion Agreement with World Focus

 

IRVING, TEXAS — December 2, 2005 — Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a worldwide transaction-based business process outsourcing Company that enables clients to make customer contact programs more profitable and drive efficiency in back office processes, announced earlier today on November 30, 2005, it entered into a Debt Conversion Agreement with World Focus. Under the terms of the Debt Conversion Agreement, World Focus, which is the owner of approximately 67% of Aegis’s issued and outstanding common stock, will convert the aggregate outstanding principal and accrued and unpaid interest it holds under three promissory notes, totaling approximately $18.3 million, into shares of Aegis common stock at a conversion price of $0.038 per share. Interest under those three promissory notes will continue to accrue through the closing of the Debt Conversion Agreement.

 

Upon closing of the Debt Conversion Agreement, World Focus would receive approximately 487,287,678 shares of Aegis’s common stock. Because Aegis presently only has 139,946,978 authorized but unissued shares of common stock, Aegis does not have a sufficient number of authorized common stock available to effect the debt conversion.

 

As a result, the Debt Conversion Agreement is subject to the condition that Aegis’s stockholders have approved an amendment to Aegis’s Certificate of Incorporation to increase the number of shares of common stock that the Aegis is authorized to issue from 800,000,000 shares to 2,000,000,000 shares. Accordingly, in order to complete the debt conversion in accordance with the terms of the Debt Conversion Agreement, Aegis’s Board of Directors will submit to Aegis’s stockholders a proposal to increase Aegis’s number of authorized shares of common stock, which increase would be available, in part, to complete the World Focus debt conversion. The date for the Aegis’s stockholder meeting has been set for December 28, 2005, and Aegis filed its preliminary proxy materials with the SEC in this regard on December 2, 2005

 

Upon closing of the Debt Conversion Agreement, Aegis’s obligations to World Focus under the three subject promissory notes will be satisfied in full. Aegis anticipates that the debt conversion will be effected promptly after Aegis’s stockholders approve the amendment to Aegis’s Certificate of Incorporation and the appropriate certificate of amendment is filed with the Delaware Secretary of State.


Kannan Ramasamy, President & CEO of the Company, commented that “This transaction is significant, in that it should provide our clients great confidence in our commitment to build a strong and sustainable platform to serve them. We believe that a stronger balance sheet, the operational turnaround initiatives commenced during 2005 and the success of our sales efforts in bringing in new business will position the company favorably for delivering on its goal of building shareholder value.”

 

Aegis Profile

 

Aegis Communications Group, Inc. (Aegis) is a worldwide transaction-based business process outsourcing company that enables clients to make customer contact programs more profitable and drive efficiency in back office processes. Aegis’ services are provided to a blue chip, multinational client portfolio through a network of client service centers employing approximately 2,500 people and utilizing approximately 2,700 production workstations. Further information regarding Aegis and its services can be found on its website at www.aegiscomgroup.com.

 

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are “forward-looking statements”. Terms such as “anticipates”, “believes”, “estimates”, “expects”, “plans”, “predicts”, “may”, “should”, “will”, the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: the Company’s reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on the Company’s labor force; reliance on technology; telephone and internet service dependence; and other operational, financial or legal risks or uncertainties detailed in the Company’s SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward-looking statements. The Company does not intend to update any of those forward–looking statements.