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
August
6, 2007 (July 6, 2007)
Date
of
Report (Date of earliest event reported)
AFTERSOFT
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-27083
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84-1108035
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(State
or other jurisdiction of
incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
No.)
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Savannah
House, 11-12 Charles II Street,
London,
UK SW1Y 4QU
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: 011
44
207 451 2468
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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
1.01. Entry into a Material Definitive Agreement
On
July
6, 2007, Aftersoft Group, Inc. (the “Company”), AFS Tire Management, Inc., AFS
Warehouse Distribution Management, Inc., AFS AutoServices, Inc. and Auto Data
Network, Inc. (collectively, “AFS”) entered into a Settlement and Release
Agreement (the “Agreement”) with Aidan J. McKenna (“McKenna”). Under the
Agreement, McKenna agreed to settle and release all outstanding litigation,
judgments, claim and issues he may have against AFS and its affiliates.
In
consideration for the settlement, the parties agreed to an aggregate settlement
fee of $3,650,000 (the “Settlement Fee”), $2,825,000 of which is payable in cash
(the “Cash Settlement”). Under the Agreement, $2,000,000 of the Cash Settlement
is to be payable by a combination of cash and a promissory note for $825,000.
The Note has a 24-month term and bears interest at 8% per annum. The first
installment on the promissory note is payable within thirty days from the
closing of the equity financing currently engaged in by the
Company.
The
balance of the Settlement Fee is payable in equity and equity derivatives of
the
Company. Using a share price of $0.48 per share, Mr. McKenna received 1,718,750
shares of common stock of the Company. In addition, Mr. McKenna received
warrants to purchase an additional 1,718,750 shares of common stock of the
Company at a strike price of $0.48 per share. The warrants have a life of 4.5
years.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Settlement
and Release Agreement between AFS and
McKenna.
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99.2
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Press
release dated August 3, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
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Dated:
August 6, 2007
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Aftersoft
Group, Inc.
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By:
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/s/
Ian Warwick
Name:
Ian Warwick
Title:
Chief Executive Officer
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