Edgar Filing: EGAIN COMMUNICATIONS CORP

Date: September 23, 2011

eGAIN COMMUNICATIONS

CORPORATION

/s/ Eric N. Smit

Eric N. Smit

Chief Financial Officer

(Duly Authorized Officer and

Principal Financial Officer)

Form 8-K Amendment

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 and Exchange Act of 1934

Date of Report: September 24, 2008

(Date of earliest event reported)

eGAIN COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

0-30260

77-0466366

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. employer

identification number)

345 E. Middlefield Road, Mountain View, California 94043

(Address of principal executive offices, including zip code)

(650) 230-7500

(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):

¨	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))

The below Item 1.01 amends and restates in its entirety the corresponding Item in the Registrant’s Current Report on Form 8-K filed on September 25, 2008 (“2008 Filing”). The below Item 3.02 is an addition to the 2008 Filing.

Item 1.01. Entry into a Material Definitive Agreement

On September 24, 2008, eGain Communications Corporation (the “Company”) entered into a Conversion Agreement and Amendment to Subordinated Secured Promissory Notes (the “Agreement”) with Ashutosh Roy, Oak Hill Capital Partners, L.P., Oak Hill Capital Management Partners, L.P. and FW Investors V, L.P. (collectively, the “Lenders”). The Lenders previously loaned the Company an aggregate of $8,500,000 and received a promissory notes with maturity dates of March 31, 2009 (the “Prior Note”). Pursuant to the Agreement and subject to the terms and conditions contained therein, the Company and the Lenders have agreed to (i) convert a portion of the outstanding indebtedness under the Prior Note equal to $6,535,977 into shares of the Company’s common stock at a price per share equal to $0.95 (the “Note Conversion”), and (ii) extend the maturity date of the remaining outstanding indebtedness accrued under the Prior Note to March 31, 2012, as well as the period for which interest shall accrue on the Prior Notes (the “Note Extension”). In addition, in consideration for the extension, the Lenders have received receive warrants to purchase an aggregate of 1,525,515 shares of the Company’s common stock at a price per share equal to $0.95 for an aggregate exercise price of $1,449,239. The warrants are exercisable in whole or in part until September 2011. The common stock issued in connection with the Note Conversion and the warrants were issued in a direct private placement exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

The foregoing summaries of the Agreement, promissory note extension and warrant do not purport to be complete and is qualified in its entirety by reference to the Agreement, promissory not and warrant attached as an exhibit hereto.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 is incorporated by reference under this Item.

SIGNATURE

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.