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): October 14, 2005
Netsmart
Technologies, Inc.
(Exact
name of Registrant as Specified in its Charter)
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Delaware
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0-21177
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13-3680154
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation
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File
No.)
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Identification
No.)
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3500
Sunrise Highway, Suite D-122, Great River, New York 11739
(Address
of Principal Executive Office)
Registrant's
telephone number, including area code: (631) 968-2000
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
3.02. Unregistered
Sales of Equity Securities.
(a)
As
previously reported on Form 8-K dated September 19, 2005, Netsmart Technologies,
Inc. (the “Registrant”) had agreed to sell an aggregate 653,623 shares of common
stock and warrants to purchase 163,406 shares of common stock. Pursuant to
amendments to such agreements, on October 14, 2005, the Registrant sold an
aggregate 490,000 shares of common stock and warrants to purchase 122,504
shares
of common stock.
(c
)
The
Registrant received $4,493,104 in gross proceeds and paid commissions of
$275,000. The Registrant has also issued a warrant to purchase 24,500 shares
to
the placement agent, Griffin Securities, Inc.
(d) As
previously disclosed, the sale of the securities was exempt from registration
pursuant to Section 4(2) of the Securities Act, as an offering under Rule
506 of
Regulation D. The sale was to a total of nine accredited investors, all of
which
received restricted securities.
(e) As
previously disclosed, the warrants are exercisable for a five-year period
at an
exercise price of $11.00 per share. The exercise price and number of shares
subject to exercise are subject to adjustment pursuant to anti-dilution
provisions. In addition, the Registrant has the option to require the exercise
of any outstanding warrants if, after the first anniversary of the closing
date,
the closing Volume Weighted Average Price of the Registrant’s Common Stock is
equal to or greater than $30.00 per share for 20 consecutive trading days;
provided that the shares sold in the offering and the shares underlying the
warrants are freely tradable.
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 hereunto
duly authorized.
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NETSMART
TECHNOLOGIES, INC. |
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| Date:
October 17, 2005 |
By: |
/s/
James L. Conway |
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James
L. Conway |
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Chairman,
President Chief Executive
Officer
and Director (Principal
Executive
Officer)
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