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

~~June~~August 831, 2016

Date of Report (Date of earliest event reported)

SPEED COMMERCE, INC.

(Exact name of registrant as specified in its charter)


Minnesota	000-22982	41-1704319
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

	1303 E. Arapaho Road, Suite 200 Richardson, TX 75081
	(Address of principal executive offices) (Zip Code)

(866) 377-3331

(Registrant’s telephone number, including area code)

~~________________________________________________~~_______________________________________

(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))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 8.01	Other Events.

Item 2.01 Completion of Acquisition or Disposition of Assets.

SIGNATURES

Item 15.~~01 Entry~~02 ~~into~~Departure aof ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously~~August ~~disclosed~~31, ~~the~~2016, ~~Company~~each isof inthe ~~default~~following members of the ~~terms~~board of ~~that~~directors ~~certain~~of ~~Amended~~Speed ~~and~~Commerce, ~~Restated~~Inc. ~~Credit~~(the ~~and~~“Company”) ~~Guaranty~~provided ~~Agreement~~notice byof ~~and~~their ~~among~~resignations as members of the board of directors of the Company, ~~and~~effective ~~Garrison~~immediately: ~~Loan~~(i) ~~Agency~~Rebecca ~~Services~~Lynn ~~LLC~~Atchison, asStephen ~~Administrative~~F. ~~Agent~~Duchelle, ~~and~~Timothy ~~Collateral~~R. ~~Agent~~Gentz, ~~and~~Fredrick ~~the~~C. ~~lenders~~Green ~~from~~IV, ~~time~~Scott toA. ~~time~~Guilfoyle, ~~party~~and ~~thereto~~Bradley J. Shisler (collectively, the “~~Lenders~~Resigning Directors”),. ~~dated~~Each as of ~~November~~the ~~21,~~Resigning ~~2014,~~Directors ~~and~~indicated that ~~was~~their ~~attached~~decision ~~as Exhibit 10.1~~ to ~~that~~resign ~~certain~~from ~~current~~the ~~report~~board onof ~~Form~~directors of ~~8-K filed by~~ the Company onwas ~~November~~not ~~26,~~due ~~2014,~~to asany ~~amended~~disagreements (with the ~~“Credit~~Company ~~Agreement”).~~on ~~The~~any ~~Company~~matter isrelating ~~unable~~ to ~~cure~~its ~~the defaults under the Credit Agreement~~operations, policies or ~~to repay the amounts owed under the Credit Agreement~~practices.

OnItem ~~June~~ 8, 2016, the Lenders completed the previously announced foreclosure of all assets of the Company pursuant to Section 9-620 of the New York Uniform Commercial Code and, as a result, substantially all assets formerly held by the Company are now in the possession of an entity formed by the Lenders (“NewCo”).01 ~~This~~Other ~~foreclosure leaves the Company without adequate assets to meet its contractual obligations to its customers, or to resolve its remaining liabilities~~Events.

~~Immediately~~As ~~preceding~~previously ~~the~~disclosed, ~~Lender’s foreclosure on~~ the Company’s ~~assets,~~was ~~the~~in ~~Company~~default ~~entered~~of ~~into~~ the ~~following~~terms ~~agreements~~of ~~with NewCo: (i) a Transition Services Agreement~~ that ~~provides~~certain ~~for,~~Amended ~~among~~and ~~other~~Restated ~~things,~~Credit ~~NewCo~~and toGuaranty ~~provide~~Agreement ~~services~~by toand among the Company ~~that~~and ~~will~~Garrison ~~allow~~Loan itAgency toServices ~~transition~~LLC, ~~certain~~as ~~contracts~~Administrative ~~with~~Agent ~~third~~and ~~parties~~Collateral toAgent, ~~NewCo~~ and tothe ~~attempt~~lenders tofrom ~~coordinate~~time ~~an orderly wind-down of its operations with regard~~ to ~~other~~time ~~contracts~~party ~~that~~thereto ~~will~~(collectively, ~~not~~the ~~be transitioned to Newco; (ii~~“Lenders”), adated ~~Transitional~~as ~~Site Access and Indemnity Agreement that provides NewCo with access to certain~~ of ~~the~~November ~~Company’s~~21, ~~facilities~~2014, ~~under certain terms~~ and ~~conditions;~~that ~~and~~was ~~(iii)~~attached aas ~~Wind~~Exhibit ~~Down~~10.1 ~~Agreement~~to that ~~provides~~certain ~~for~~current ~~NewCo~~report toon ~~fund~~Form a8-K ~~limited~~filed ~~amount~~by ~~of cash into an escrow account that will be available to~~ the Company ~~under~~on ~~certain~~November ~~circumstances~~26, to2014, ~~fund~~as ~~certain~~amended ~~aspects of the wind-down of its operations~~ (the “~~Wind~~Credit ~~Down~~ Agreement”). ~~Pursuant~~The Company was unable to cure the ~~terms~~defaults ofunder the ~~Wind~~Credit ~~Down~~ Agreement, ~~and~~or ~~concurrent~~to ~~with~~repay the ~~execution~~amounts ofowed under the ~~Wind~~Credit ~~Down~~ Agreement, ~~the~~and ~~Company’s~~on ~~wholly-owned~~June ~~subsidiary~~8, ~~Fifth Gear Acquisitions~~2016, ~~Inc.,~~the ~~delivered~~Lenders completed a ~~Special~~foreclosure ~~Warranty~~of ~~Deed~~all toassets ~~Newco~~of inthe ~~connection~~Company ~~with~~pursuant ~~certain~~to ~~real~~Section ~~estate~~9-620 ~~located~~of inthe ~~Louisiana,~~New ~~Missouri~~York ~~that~~Uniform ~~was~~Commercial ~~being~~Code. ~~foreclosed~~This ~~upon~~foreclosure byleft the ~~Lenders~~Company ~~pursuant~~without the assets necessary to ameet ~~trustee~~its ~~sale,~~contractual ~~which~~obligations ~~had~~to ~~been~~its ~~otherwise~~customers, ~~scheduled~~or to ~~occur~~resolve onits ~~June~~remaining ~~8, 2016~~liabilities.

~~Following~~Preceding the ~~Lender’s~~resignations ~~foreclosure~~described onin ~~the~~Item ~~Company’s~~5.02 ~~assets~~above, onthe ~~June~~board 8,of ~~2016,~~directors of the Company ~~entered~~authorized ~~into~~and andirected ~~Assignment~~that ~~and~~the ~~Assumption~~Company, ~~Agreement~~together with ~~NewCo~~its ~~that provides for~~subsidiaries, ~~among~~be ~~other~~dissolved ~~things,~~pursuant ~~NewCo~~ to ~~accept~~applicable ~~the~~law. ~~liabilities~~As ~~and~~the ~~obligations~~Company ofis ~~the~~insolvent, ~~Company~~it inwill ~~connection~~not ~~with~~be ~~certain~~making ~~contracts~~a ~~that~~distribution ~~the~~to ~~Company~~its ~~was~~shareholders, and no ~~longer~~assurance ~~able~~can be made regarding its ability to ~~service~~conduct oran ~~make~~orderly ~~use~~wind ofdown ~~without~~and ~~the~~dissolution, ~~assets~~or that ~~had~~it ~~been~~will ~~foreclosed~~not ~~upon~~pursue bybankruptcy ~~the Lenders~~protection.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As discussed in Item 1.01 above, the Company’s Lenders, through NewCo as their designee, now possess what had previously been substantially all of the Company’s assets. The Company no longer has any employees and a small group of independent contractors is currently engaged to conduct an orderly wind-down of its operations.

Although the debt owed pursuant to the Credit Agreement has been discharged as a result of the foreclosure actions described in Item 1.01 above, the Company continues to have significant liabilities and it anticipates that its liabilities may increase as a result of its inability to satisfy its obligations to third parties under various contracts that it is a party to. As the Company is insolvent, no assurance can be made regarding its ability to successfully conduct an orderly wind down of its operations, or that it will not be required to pursue bankruptcy protection. It is not anticipated that there will be any assets remaining at the conclusion of this wind-down of its operations to distribute to its shareholders.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve expectations, projections, assumptions, known and unknown risks, and uncertainties and typically include words or variations of words such as “anticipate,” “intend,” “continue,” “will,” or “may” or other comparable terms and phrases. Forward-looking statements are subject to risks and uncertainties that could cause actual results and actions to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include a variety of factors, many of which are beyond the Company’s control, many of these factors are described from time to time in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements provide the Company’s current expectations or predictions of future conditions, events, or results speak only as of the date that such statements are made, and the Company can give no assurance that these expectations and assumptions will prove to have been correct and actual results and actions may vary materially from these statements. The Company disclaims any obligation to publicly update or revise any forward-looking statement, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 8, 2016

SPEED COMMERCE, INC.

Date: August 31, 2016

SPEED COMMERCE, INC.

/s/ Dalton Edgecomb

Dalton Edgecomb

Interim Chief Executive Officer

Filing Compare · Speed Commerce, Inc.