TSSI TSS Inc (QB)

 

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

 

 

September 30, 2014

Date of Report (Date of earliest event reported)

 

 

TSS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware	001-33627	20-2027651
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

7226 Lee DeForest Drive, Suite 104
Columbia, Maryland		21046
(Address of principal executive offices)		(Zip Code)

 

(410) 423-7438

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address, and former fiscal year, 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:

 

¨

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 Contract
Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

TSS, Inc. (the “Company”) previously issued to Gerard J. Gallagher, a director and the Chief Technical Officer of the Company, an Amended and Restated Convertible Promissory Note, dated May 21, 2013, in the original principal amount of $1,900,000. The Company and Mr. Gallagher agreed to amend the payment schedule of the promissory note. The Amendment to Amended and Restated Convertible Promissory Note, dated September 30, 2014, issued by the Company to Mr. Gallagher, extends the maturity date of the promissory note from July 1, 2015 to January 1, 2016. Under the amended payment schedule, the Company will make two quarterly principal payments of $25,000 on October 1, 2014 and January 1, 2015. Thereafter, the Company will make monthly principal payments of $25,000 to Mr. Gallagher for a seven month period beginning on February 1, 2015 and ending on July 1, 2015. The Company will also make an additional principal payment of $25,000 on or before October 1, 2015. The remaining outstanding balance is due on January 1, 2016. The Company will continue to make monthly interest payments. As of September 30, 2014, the aggregate outstanding principal balance under the note was $775,000.

 

A copy of the Amendment to Amended and Restated Convertible Promissory Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the attached Amendment to Amended and Restated Convertible Promissory Note.

 

Item 9.01.

Financial Statements and Exhibits.

 

99.1

Amendment to Amended and Restated Convertible Promissory Note, dated September 30, 2014, issued by TSS, Inc. and Gerard J. Gallagher

 

S I G N A T U R E S

 

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.

 

	TSS, INC.
	By:	/s/ Anthony Angelini
		Anthony Angelini
		Chief Executive Officer

 

 

Date: September 30, 2014

 

 

 

 

 

 

AMENDMENT

TO

AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE

 

This AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is effective as of the 30^th day of September, 2014, by and between TSS, INC., a Delaware corporation (f/k/a Fortress International Group, Inc. f/k/a Fortress America Acquisition Corporation) (“Maker”), and Gerard J. Gallagher (“Holder”). Each of Maker and Holder are hereinafter individually referred to as a “Party,” and collectively as the “Parties”.

 

EXPLANATORY STATEMENTS

 

Maker has issued to Holder that certain Amended and Restated Convertible Promissory Note, dated May 21, 2013, in the original principal amount of One Million Nine Hundred Thousand Dollars ($1,900,000) (the “Note”). The Parties desire to amend certain terms and conditions set forth in the Note, all as further described and set forth in this Amendment.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.     Amendments to the Note.

 

(a) Section A.1(b) of the Note is hereby deleted in its entirety and the following is substituted in lieu thereof:

 

(b) Beginning on July 1, 2013 (with the first payment due on such date) (the “Initial Principal Payment Date”) until January 1, 2015, the principal amount due under this Note shall be payable by Maker in equal quarterly installments of Twenty Five Thousand and 00/100 Dollars ($25,000.00) each. Each quarterly installment will be due on the first date of each quarterly period (April 1, July 1, October 1, January 1) for the period beginning on the Initial Principal Payment Date and ending on January 1, 2015. Beginning February 1, 2015 until July 1, 2015, the principal amount due under this Note shall be payable by Maker in equal monthly installments of Twenty Five Thousand and 00/100 Dollars ($25,000.00) each payable on the first date of each month and ending on July 1, 2015. In addition to these installments, Maker will make additional installment payments of principal of (A) One Hundred Thousand and 00/100 Dollars ($100,000.00) on or before January 3, 2014, (B) Twenty Five Thousand and 00/100 Dollars ($25,000) on or before October 1, 2015, and (C) Nine Hundred Thousand and 00/100 Dollars ($900,000.00) on May 21, 2013. All outstanding principal and accrued interest thereon not sooner paid shall be immediately due and payable on January 1, 2016 (the “Maturity Date”).

 

(b) Sections B.1(b) and (c) of the Note are hereby amended by deleting the reference to “July 1, 2015” and inserting “the Maturity Date” in lieu thereof.

 

2.     Outstanding Balance. The aggregate outstanding principal balance under the Note is Seven Hundred Seventy-Five Thousand and 00/100 Dollars ($775,000) as of the date of this Amendment.

 

3.     Payment of Fees. Maker shall reimburse Holder for up to One Thousand and 00/100 Dollars ($1,000.00) of the reasonable legal fees incurred by Holder in connection with the negotiation, execution, and delivery of this Amendment.

 

 

4.     Effect of Amendment. Except as otherwise expressly provided herein, all provisions of the Note shall remain in full force and effect. This Amendment and the Note contain the entire understanding of the Parties with respect to the subject matter hereof and thereof, and supersede all prior oral or written communications, agreements and understandings between the Parties with respect to the subject matter hereof and thereof. This Amendment is intended to modify the provisions of the Note; in the event that there is a conflict between the terms of this Amendment and the Note, the Parties intend that the provisions of this Amendment should govern their respective rights and obligations.

 

5.     Miscellaneous. The Explanatory Statements set forth above form a material basis for this Amendment and are expressly incorporated herein and made a part hereof. All capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Note. All questions concerning the construction, validity, and interpretation of this Amendment and the performance of the obligations imposed by this Amendment will be governed by the laws of the State governing the Note, without reference to any conflict of laws rules that would apply the laws of another jurisdiction. This Amendment may be executed simultaneously in multiple counterparts, each of which will be deemed to be an original copy of this Amendment and all of which together will be deemed to constitute one and the same agreement. The exchange of copies of this Amendment and of signature pages by facsimile transmission or e-mail delivery of a .pdf format data file shall constitute effective execution and delivery of this Amendment as to the Parties and may be used in lieu of the original Amendment and signature pages thereof for all purposes.

 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the day and year first written above.

 

MAKER:		HOLDER:
TSS, INC.
By:	/s/ Anthony Angelini	/s/ Gerard J. Gallagher
Name:	Anthony Angelini	Gerard J. Gallagher
Title:	President and Chief Executive Officer