================================================================================ 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) JANUARY 25, 2006 ---------------- SONA MOBILE HOLDINGS CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 001-12817 95-3087593 ------------------------------ ---------------- --------------------- (STATE OR OTHER JURISDICTION COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 825 THIRD AVENUE, 32ND FLOOR, NEW YORK, NEW YORK 10022 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (212) 486-8887 PERFECTDATA CORPORATION --------------------------------------------------------------------- (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: [ ] 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 3.02: UNREGISTERED SALES OF EQUITY SECURITIES. On January 25th, 2006, Sona Mobile Holdings, Inc. ("Sona") sold 2,307,863 shares (the "Shares") of its common stock, par value $.01 per share, to Shuffle Master, Inc. (Nasdaq NMS: SHFL). The purchase price was $1.30 per share, or $3,000,000.90 in the aggregate. Sona agreed to register the Shares under the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid in connection with this sale. The Shares were sold pursuant to an exemption from securities registration afforded by the provisions of Section 4(2) and Rule 506 of Regulation D as promulgated by the Commission under the Securities Act of 1933, as amended. ITEM 8.01: OTHER EVENTS. On January 27, 2006, Sona issued a press release announcing the sale of the Shares to Shuffle Master. A copy of the press release is attached as Exhibit 99.1 to this Current Report. ITEM 9.01: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: EXHIBIT NUMBER DESCRIPTION ------- ----------- 99.1 Press release dated January 27, 2006 announcing the sale of the Shares 2 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. PerfectData Corporation Dated: January 27, 2006 By: /s/ John Bush ------------------------------------ John Bush President and Chief Executive Officer 1