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 10, 2006
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OPTIONABLE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 333-121543 52-2219407
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(State or other jurisdiction (Commission File number) (IRS Employer
of incorporation or organization) Identification No.)
555 Pleasantville Road, South Building, Suite 110 Briarcliff Manor, NY 10150
(Address of principal executive offices) (Zip Code)
(914) 773-1100
(Registrant's Telephone Number, Including Area Code)
(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 for 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))
Section 1--Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
a. Amendment of Material Definitive Agreement
As previously reported, from time to time Optionable, Inc. (the
"Company") has received loans from three of its executive officers and/or an
entity owned by two of its executive officers. In April 2005 the entity assigned
its rights to the Company's liability equally to its two co-owners. As of the
date of this Report the principal amount outstanding under these loans
aggregated $6,711,904.50. Of this amount, $5,444,509.90 is owed to Mark
Nordlicht, the Company's Chairman, $708,697.31 is owed to Edward J. O'Connor,
the Company's President, and $558,697.31 is owed to Kevin P. Cassidy, the
Company's Chief Executive Officer. The loans do not currently bear interest.
Also as previously reported, during April 2005 the Company entered into
modifications of the terms of the amounts due from it to Messrs. Nordlicht,
O'Connor and Cassidy. The modifications to these terms are set forth in the
Addendum to Master Services Agreement, dated April 12, 2005 with Capital Energy
Services LLC and the Addendum To Loan Agreement, dated April 12, 2005, with Mark
Nordlicht (collectively, the "Agreements"). The Agreements provide that, among
other things, the Company may make principal repayments towards the underlying
liabilities amounting to approximately 25% of its quarterly cash flows from
operating activities less capital expenditures. The actual amount of any such
payment was to be established by the Finance Committee of the Board of
Directors, the sole member of which is a non-employee member of the Board of
Directors.
For the quarter ended December 31, 2005 the Finance Committee and the
three executive officers negotiated repayments aggregating $600,000.00, which is
in excess of the 25% of quarterly cash flow called for by the Agreements. The
amounts repaid to each of the executive officers were as follows: Mr. Nordlicht,
$200,000.00; Mr. O'Connor, $100,000.00; and Mr. Cassidy, $300,000.00.
The Finance Committee determined to approve these increased repayment
amounts in the interest of retaining the services of its executive officers and
in view of its financial position at December 31, 2005.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
OPTIONABLE, INC.
Date: January 10, 2006 By: /s/ Kevin P. Cassidy
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Kevin P. Cassidy
Chief Executive Officer