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): October 22, 2004
Ramp Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-24768 84-1123311
(Commission File Number) (I.R.S. Employer
Identification Number)
(212) 440-1500
(Registrant's Telephone Number, Including Area Code)
33 Maiden Lane, New York, NY 10038
(Address of Principal Executive Offices) (Zip Code)
Not Applicable
(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 (see General Instruction A.2. below):
|_| 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 Agreement
On October 22, 2004, Ramp Corporation (the "Company") entered into an
asset purchase agreement with Berdy Medical Systems, Inc. ("Berdy") for the
purchase of tangible and intangible assets of Berdy. The purchase price
consisted of an aggregate amount of $400,000 payable through the issuance of
restricted shares of the Company's common stock, par value $.001. In addition,
Berdy shall receive five (5%) percent of maintenance fees collected in
connection with the SmartClinic electronic medical records system business
purchased by the Company over a two-year period pursuant to the terms and
conditions of an escrow agreement. In connection with the closing, each of
Berdy's principal executive officers, Jack Berdy, MD and Mr. Rick Holtmeier have
entered into employment agreement with Ramp's wholly-owned subsidiary
Healthramp, Inc., on terms and conditions agreed upon by both parties.
A copy of the Company's press release issued to announce the entering into
the aforementioned agreement is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of the Company, dated October 28, 2004.
SIGNATURES
According 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, thereunto duly authorized on October 28, 2004.
RAMP CORPORATION
/s/ Andrew Brown
----------------------------
By: Andrew Brown
Its: Chief Executive Officer
Dated: October 28, 2004