UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of Earliest Event Reported):
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June
27, 2007
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TWL
Corporation
__________________________________________
(Exact
name of registrant as specified in its charter)
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Utah
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0-8924
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73-0981865
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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4101
International Parkway
Carrollton,
Texas
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75007
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(972)
309-4000
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Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
Copies
to:
Darrin
M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
As
of
June 27, 2007, TWL Corporation (the "Company") received an additional $1,595,000
of gross proceeds (“Proceeds #1”) pursuant to sales by the Company in its
private placement offering (the “Offering”), as previously reported in the
Company’s Current Reports on Form 8-K filed with the U.S. Securities and
Exchange Commission on March 20, May 8 and June 14, 2007, respectively. In
consideration of the Proceeds, the Company sold an aggregate of 53,166,667
shares (“Shares #1”) of its common stock, no par value per share (the “Common
Stock”), at a price of $0.03 per Share.
Furthermore,
from June 27, 2007 to July 13, 2007, the Company received an additional $790,000
of gross proceeds (“Proceeds #2;” Proceeds #2 and Proceeds #1 shall collectively
be referred to as the “Proceeds”) from sales by the Company in the Offering. In
consideration of the Proceeds, the Company sold an aggregate of 26,333,334
shares (“Shares #2;” Shares #2 and Shares #1 shall collectively be referred to
as the “Shares”) of its Common Stock, at a price of $0.03 per
Share.
The
Shares were sold pursuant to Common Stock Subscription Agreements entered into
by and between the Company and the purchasers signatories thereto (the
“Purchasers”). The Company also granted piggy back registration rights to the
Purchasers. The net Proceeds of the Offering are expected to be used as general
working capital of, and reduction of vendor payables by, the
Company.
Pursuant
to the terms of the placement agent agreement entered into by and between the
Company and the placement agent dated March 6, 2007 (as reported by the Company
in its Current Report filed with the SEC on Form 8-K on March 20, 2007 (the
“Current Report”), in connection with the sales by the Company of 15% Senior
Secured Convertible Debentures and related warrants), for all of
proceeds raised by the Company in the Offering from investors introduced to
the
Company by the placement agent, the Company has agreed to pay to the placement
agent the following fees: (x) an aggregate advisory fee equal to 8.0% of the
proceeds raised in the Offering, (y) an unallocated expense reimbursement of
2.0% of the proceeds raised in the Offering, and (z) warrants equal to 10%
of
the number and type of shares sold in this Offering exercisable at $0.03 per
share. The Company further agreed to indemnify the placement agent against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended (the “Securities Act”). Therefore, out of the Proceeds raised,
the Company paid to the placement agent commissions of
$356,700.
As
of
July 13, 2007, the Company (i) has received aggregate gross proceeds of
$3,567,000 from, and sold 118,899,994 shares of Common Stock in, the Offering,
and (ii) has 161,755,507 shares of Common Stock issued and
outstanding.
The
Company claims an exemption from the registration requirements of the Securities
Act for the private placement of these securities pursuant to Section 4(2)
of
the Act and/or Regulation D promulgated thereunder since, among other things,
the transaction did not involve a public offering, the investors were accredited
investors and/or qualified institutional buyers, the investors had access to
information about the Company and their investment, the investors took the
securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the
securities.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item
1.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Index
of Exhibits.
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Exhibit
Number
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Description
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| 10.1 |
Form
of Common Stock Subscription Agreement entered into by and among
TWL
Corporation and the purchasers signatories thereto. (Incorporated
by
referent to the Company’s Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission on May 8, 2007).
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10.2
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Form
of Registration Rights Agreement entered into by and among TWL
Corporation
and the purchasers signatories thereto. (Incorporated by referent
to the
Company’s Current Report on Form 8-K filed with the U.S. Securities and
Exchange Commission on May 8, 2007).
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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 hereunto
duly authorized.
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TWL
Corporation
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July
30, 2007
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By:
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/s/
Patrick Quinn
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Name:
Patrick Quinn
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Title:
Chief Financial Officer
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LETTER
FROM THE PRESIDENT & CEO
OF
TWL
CORPORATION AND TWL KNOWLEDGE GROUP, INC.
August
1,
2007
Dear
Stakeholders - Ladies and Gentlemen, Shareholders, Customers, Vendors, Partners
and Employees,
I
am
writing to you as the President and Chief Executive Officer of TWL Corporation
and TWL Knowledge Group, Inc. with an update on our Company’s progress since my
last letter to you on December 19, 2006.
During
the past eight months we have maintained the course I previously outlined,
i.e.
the restructuring of personnel, the reduction and offset of costs and a renewed
emphasis on sales and marketing
I
am
pleased to report that for the first time in at least six years the entire
Company is uniformly motivated, focused and committed to the pursuit of our
corporate objectives.
Of
equal
importance, I am also very pleased to report that a great deal of progress
has
been made toward achieving our primary goal of restoring profitability to
TWL.
These
efforts include:
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The
purchase of our subordinated debt by a new investor, Trinity Investment,
G.P., from the original
lender.
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The
April 2007 infusion of an additional $1.125MM in debt capital from
the new
lender.
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A
successful private placement that yielded approximately $3.6MM in
new
equity capital to the Company, led by Chadbourn
Securities.
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The
addition of two very talented and experienced executives to our Board
of
Directors - Mr. Laird Cagan and Ms. Phyllis Farragut (please take
a moment
to read their biographies in the
8-K).
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Continued
efforts to make reductions in monthly fixed expenses, primarily realized
through renegotiated vendor agreements and offsetting revenues by
the
leasing of certain assets.
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The
resumption of somewhat normalized operations, which for the next
year will
include scheduled restitution of a large portion of previous vendor
debt.
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The
reduction of our vendor debt through both payments and negotiated
settlements. We are in advanced discussions to reduce our
remaining debt substantially.
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The
net addition of a number of new people to our sales organization,
including several outside enterprise-level salespeople, with even
more sales professionals to come.
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The
development of a respectable pipeline of potential new
business. The majority of this new business represents one-time
revenues from licensing our courses to large
customers.
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It
appears that we have stopped the past several years of declining
subscription renewals and revenues in our base business, and we feel
that
we have repaired all the fundamental problems causing the decline,
however
until this metric starts growing again we cannot be
certain.
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The
initiation of a study into various areas of operations in an effort
to
uncover additional efficiencies and
improvements.
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Substantial
improvements in customer relations, vendor relations and employee
morale.
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Material
progress in all our newly initiated strategic alliances (noted in
December)
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Consistent
emphasis to insure appropriate branding of all our key
products.
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New
initiatives to generate incremental revenues by introducing commercially
supported programming (content development paid for by a sponsoring
company) in Healthcare, with similar efforts to follow in the Government
group.
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Retention
of a high-level investor relations firm to insure consistent and
timely
communications to the investment
community.
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As
I look
back on the 15 months since I came on-board I am very proud of the gains that
our entire Company has achieved. Although we anticipate normal
business challenges as we enter the second month of the new 2008 fiscal year,
we
are all very excited and motivated by the enormous potential that our firm
has.
I
feel
that we have put behind us our most significant problems and issues that
threatened our Company’s survival, and we are poised to execute to our potential
based on a proven financial model and a great team of associates.
On
behalf
of all the employees of TWL Knowledge Group and TWL Corporation I am confident
you will soon see the value we are building in the Company.
Yours
truly,
Dennis
Cagan
President
and Chief Executive Officer
About
TWL Corporation (TWLP.OB) and its primary operating subsidiary TWL Knowledge
Group, Inc.
TWL
Knowledge Group, Inc. is a wholly owned subsidiary of TWL Corporation and is
a
leading provider of integrated learning solutions for compliance, safety,
emergency preparedness, continuing education and skill development in the
workplace. Since 1986, TWL Knowledge Group, Inc. has met the training and
education needs of more than eight million professionals in the industrial,
healthcare, fire and emergency, government, law enforcement and private security
markets. The Company produces and delivers education and workplace skills
training content to organizations through a variety of learning media, such
as
global satellite television, the Internet, e-learning and traditional media,
such as DVD, CD-ROM and videotape.
The
Company believes that there are product and service synergies between and among
its various business units that position TWL Corporation to create a global
learning company that can provide integrated learning services to corporations,
organizations, educational institutions and individual learners, using a variety
of delivery technologies, platforms and methods to meet the growing need for
global learning solutions. The Company believes that it will be one of the
first
companies to be able to serve major multinational employers at multiple levels
of their organizations, assisting these customers to meet the challenges of
a
major turnover in the world's workforce over the coming decade. Factors such
as
demographics, technology, and globalization will require enterprises,
organizations and governments around the world to invest in human capital to
remain competitive.
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* Operations
of TWL Knowledge Group, Inc., formerly Trinity Workplace Learning Corporation,
are based in the Company's Global Learning Center, a 205,000 square foot digital
multimedia production center in Carrollton, Texas, which is part of the
Dallas-Fort Worth Metroplex. At the Global Learning Center, the Company creates,
distributes and archives rich media for workplace learning and provides
certification for approximately 2,000 corporate, institutional and government
customers in healthcare, industrial services and public safety, including
homeland security, first responders, and federal agencies. Our proprietary
brands include the Law Enforcement Training Network (LETN), American Heat,
PULSE, HomelandOne, the Fire and Emergency Training Network (FETN), and others.
Trinity Healthforce Learning, the company’s healthcare division, includes the
Health and Science Television Network (HSTN) and participates in 17 distinct
accreditation programs for medical-related continuing professional education
and
certification. The strategic focus of TWL Knowledge Group is to grow assets
and
operations in North America.
FORWARD
LOOKING STATEMENTS DISCLAIMER – RISKS
Statements
in this news release about anticipated or expected future revenue or growth
or
expressions of future goals or objectives, including statements regarding
whether current plans to grow and strengthen the Company's existing business,
are forward- looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All forward-looking statements in this release
are based upon information available to the Company on the date of this release.
Any forward-looking statements involve risks and uncertainties, including the
risk that the Company will be unable to grow or strengthen its business due
to a
lack of capital or an inability to identify acquisition candidates and that
the
Company may not realize anticipated cost savings or revenue growth opportunities
associated with any acquisitions, planned or otherwise. Additionally,
forward-looking statements concerning the performance of the Company's business
are based on current market conditions and risks, which may change as the result
of certain regulatory, competitive or economic events, as well as those risks
and uncertainties described in the Company's filings with the Securities and
Exchange Commission, which could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking
statements. For a more detailed discussion of risk factors that affect our
operating results, please refer to our SEC reports including our most recent
reports on Form 10-KSB, Form 10-QSB, and Form 8K.
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