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
January 19, 2010
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Date of Report (Date of earliest event reported):
ACCELR8 TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in charter)
Colorado 0-11485 84-1072256
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7000 North Broadway, Building 3-307, Denver, CO 80221
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(Address of principal executive offices)
(303) 863-8808
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Registrant's telephone number, including area code:
Not Applicable.
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(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 7.01. Regulation FD Disclosure
On January 19, 2010, Accelr8 Technology Corporation (the "Company") issued
a press release announcing that it had begun a private offering ("Offering") of
equity securities and provided an update to the Company's current operations.
The securities to be offered in the Offering consists of shares of the Company's
common stock and warrants to acquire shares of its common stock. There can be no
assurance the Company will be successful in selling any securities in the
Offering.
Neither the press release nor this Current Report on Form 8-K constitutes
an offer to sell or the solicitation of an offer to buy the securities. Any
securities sold in the Offering will not be registered under the Securities Act
of 1933, as amended (the "Act"), and may not be offered or sold in the United
States except pursuant to an effective registration statement or an exemption
from the registration requirements of the Act and applicable state laws. This
Current Report on Form 8-K is being issued pursuant to and in accordance with
Rule 135c under the Act.
The Company is furnishing the information contained in this Current Report
on Form 8-K pursuant to Item 7.01 in the event such information could be
required to be disclosed by Regulation FD. In accordance with General
Instruction B.2 of Form 8-K, the information furnished in this Current Report on
Form 8-K pursuant to Item 7.01 shall not be incorporated by reference into any
filing of the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing, unless expressly
incorporated by specific reference into such filing. The information in this
item shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section or Sections 11 and 12(a)(2) of the Act.
The information furnished in this Current Report on Form 8-K pursuant to
Item 7.01 is summary information that is intended to be considered in the
context of the Company's filings with the Securities and Exchange Commission and
other public announcements that the Company may make, by press release or
otherwise, from time to time. The Company disclaims any intention to revise or
update the information furnished in this Current Report on Form 8-K pursuant to
Item 7.01, although the Company may do so from time to time as its management
believes is warranted. Any such updating may be made through the furnishing or
filing of other reports or documents with the Securities and Exchange
Commission, through press releases or through other public disclosure.
This Current Report on Form 8-K contains or incorporates by reference
certain statements and information that are forward looking statements within
the meaning of Section 27A of the Act and Section 21E of the Securities Exchange
Act of 1934. Important factors that could impact forward-looking statements are
contained in the Company's Form 10-K for the year ended July 31, 2009.
A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 8.01 Other Events
See "Item 7.01 Regulation FD Disclosure" above.
Item 9.01 Financial Statements and Exhibits.
The following is a complete list of Exhibits filed as part of this Current
Report on Form 8-K. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
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99.1 Press Release dated January 19, 2010
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.
Date: January 20, 2010 ACCELR8 TECHNOLOGY CORPORATION
By: /s/ Thomas V. Geimer
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Thomas V. Geimer, Chief Executive Officer