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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 31, 2006
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ONETRAVEL HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 1-8662 23-2265039
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5775 Peachtree Dunwoody Road
Building G, Suite 300
Atlanta, Georgia 30346
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 730-2860
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(Former Name or Former Address, if Changed Since Last Report)
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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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sale of Equity Securities.
On January 31, 2006, OneTravel Holdings, Inc. (the "Company") entered into a
Waiver Agreement and Amendment to Debenture (the "Agreement") with respect to
its 9% Convertible Secured Debentures due October 21, 2008 (the "Original
Debentures"), with the institutional investors holding $10,000,000 of the
$12,500,000 in aggregate principal amount of the Original Debentures issued by
the Company.
The purchasers of the Original Debentures who executed the Agreement (the
"Holders") have agreed to (i) waive events of default currently existing or
expected to exist under the Original Debentures and associated liquidated damage
payments otherwise due from the Company with respect to the Company's failure to
timely file and have declared effective a registration statement for the benefit
of the purchasers of the Original Debentures, the Company's failure to timely
file its annual and quarterly reports with the SEC, and material breaches of
representations and warranties, (ii) extend the date by which the registration
statement for the benefit of the purchasers of the Original Debentures must be
declared effective, (iii) waive certain conditions relating to the Company's
right to pay interest under the Original Debentures in shares of common stock in
lieu of cash, and (iv) to make certain amendments to the Original Debentures,
and, to the extent necessary the other transaction documents. Additionally, the
Company is required to have filed all reports required under Rule 144(c)(1) of
the Securities Act of 1934, as amended, and have filed and declared effective by
the SEC a registration statement for the benefit of the purchasers effective no
later than October 31, 2006. If the Company has filed all reports required to be
filed by it under Rule 144(c)(1) and in the event that the Company does not meet
the October 31, 2006 effectiveness deadline with respect to the registration
statement, the Company has the ability to pay to the holders liquidated damages
in the amount of 1.5% of the aggregate principal balance of the Original
Debentures and Additional Debentures per month in exchange for an extension of
this requirement until January 2, 2007.
As consideration for entering into this Agreement, the Company paid an amount
equal to the redemption premium of the Original Debentures by the issuance of
debentures (the "Additional Debentures") to each Holder in a principal amount
equal to 25% of the principal amount of the Original Debenture held by such
Holder, which debenture contains the same terms and conditions as the Original
Debentures, except that such debenture shall not be convertible into shares of
common stock of the Company prior to obtaining any shareholder approval with
respect to such conversion which may be required to comply with the listing
requirements of the American Stock Exchange. The Agreement eliminated the
original redemption or acceleration premium of 25% on the Original Debentures,
so that on maturity or acceleration no premium is payable in excess of the
principal amount, interest and other fees and expenses.
The Additional Debentures were issued with an initial conversion price of $2.55
per share and provide for full ratchet anti-dilution protection, provided the
exercise price will not be below $2.36 per share unless shareholder approval has
been obtained. The Additional Debentures bear interest at 9% per annum, payable
semi-annually on January 1 and July 1. Interest is payable in cash or, at the
Company's option, in shares of common stock provided certain conditions are
satisfied. The interest payment due July 1, 2006 on the Additional Debentures
and the Original Debentures may however be paid in shares of common stock of the
Company regardless of the satisfaction of any conditions. The Additional
Debentures may be redeemed at the election of the Company at a price equal to
100% of the principal amount, plus accrued interest, subject to the satisfaction
of certain conditions. Upon the occurrence of a change of control or fundamental
transaction as set forth in the Additional Debentures, the holders may require
the Company to redeem the Additional Debentures at a price equal to 100% of the
principal amount, plus accrued interest, subject to the satisfaction of certain
conditions.
The purchasers of the Additional Debentures are granted a security interest in
the assets of the Company and in the assets of two of the Company's
subsidiaries, Farequest Holdings, Inc. and OneTravel, Inc. (the "Subsidiary
Guarantors"), to the same extent as granted with respect to the Original
Debentures, subject to the liens of holders of existing indebtedness other than
the Original Debentures, permitted liens and permitted indebtedness.
Additionally, the Subsidiary Guarantors have agreed to guarantee the obligations
of the Company under the Additional Debentures to the same extent as under the
Original Debentures.
The transaction was approved by the Company's Board of Directors on January 12,
2006. The offering, sale and issuance of the Additional Debentures was effected
pursuant to the exemption from registration provided by Rule 506 promulgated
under the Securities Act of 1933, as amended. The Additional Debentures and the
common stock issuable upon the conversion of or as interest on the Additional
Debentures have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
This summary description of the issuance of the Additional Debentures pursuant
to the Agreement does not purport to be complete and is qualified in its
entirety by reference to the copies of the Agreement and the form of Additional
Debenture that are filed as exhibits hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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4.1 Form of Additional 9% Secured Convertible Debenture
10.1 Waiver Agreement and Amendment to Debenture dated
January 31, 2006 among the OneTravel Holdings, Inc.,
Farequest Holdings, Inc. and OneTravel, Inc. and the
purchasers identified on the signature pages thereto
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.
Dated: February 6, 2006
ONETRAVEL HOLDINGS, INC.
By: /s/ Marc E. Bercoon
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Marc E. Bercoon,
President
Exhibit Index
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Exhibit No. Description
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4.1 Form of Additional 9% Secured Convertible Debenture
10.1 Waiver Agreement and Amendment to Debenture dated
January 31, 2006 among the OneTravel Holdings, Inc.,
Farequest Holdings, Inc. and OneTravel, Inc. and the
purchasers identified on the signature pages thereto