RWWI / Rand Worldwide, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Rand Worldwide, Inc.
US ˙ OTCPK

Grundläggande statistik
CIK 852437
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rand Worldwide, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
September 15, 2015 10-K

Rand Worldwide FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 15, 2015 EX-21.1

Subsidiaries

EX-21.1 2 d78138dex211.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries Rand Worldwide Subsidiary, Inc. (Delaware) Rand Worldwide Foreign Holdings, Inc. (Delaware) Rand A Technology Corporation (Ontario, Canada)

July 6, 2015 15-12B

Rand Worldwide 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-31265 Rand Worldwide, Inc. (Exact name of registrant as specified in its

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No.

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

As filed with the Securities and Exchange Commission on June 16, 2015 Registration No.

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

As filed with the Securities and Exchange Commission on June 16, 2015 Registration No.

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

As filed with the Securities and Exchange Commission on June 16, 2015 Registration No.

June 16, 2015 S-8 POS

Rand Worldwide S-8 POS

S-8 POS 1 d942548ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 16, 2015 Registration No. 333-14429 Registration No. 333-56079 Registration No. 333-59569 Registration No. 333-85939 Registration No. 333-96949 Registration No. 333-107017 Registration No. 333-108354 Registration No. 333-117195 Registration No. 333-131721 Registration No. 333-147823 Registration No. 33

May 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exact

April 3, 2015 POS AM

Rand Worldwide POS AM

POS AM 1 d902083dposam.htm POS AM As filed with the Securities and Exchange Commission on April 3, 2015 Registration No. 333-173162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAND WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 84-1035

March 27, 2015 15-12B

Rand Worldwide 15-12B

15-12B 1 d897840d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-31265 Rand Worldwide, Inc. (Exact name

February 17, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exact Name of Registr

February 4, 2015 8-K

Submission of Matters to a Vote of Security Holders

Rand Worldwide, Inc. (Form: 8-K) 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): February 2, 2015 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdictio

December 23, 2014 DEF 14A

RWWI / Rand Worldwide, Inc. DEF 14A - - DEF 14A

DEF 14A Table of Contents 50(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

November 21, 2014 8-K

Other Events

Rand Worldwide, Inc. (Form: 8-K) 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): November 21, 2014 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdicti

November 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Ex

November 12, 2014 SC 13D/A

RWWI / Rand Worldwide, Inc. / KAMIN PETER H - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

November 12, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Rand Worldwide, Inc. (Form: 8-K) 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): November 10, 2014 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdicti

November 7, 2014 EX-1

JOINT FILING AGREEMENT OF RWWI HOLDINGS LLC AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLC

Exhibit 1 Exhibit 1 JOINT FILING AGREEMENT OF RWWI HOLDINGS LLC AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLC The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the foregoing statement on Schedule 13D to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of Rand Worldwide, Inc.

November 7, 2014 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): November 3, 2014 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction of incorporation) (Commissi

November 7, 2014 EX-10.2

PLEDGE AND SECURITY AGREEMENT

EX-10.2 3 d815819dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 3, 2014 by and between Rand Worldwide, Inc., a Delaware corporation (the “Borrower”), Rand Worldwide Foreign Holdings, Inc., a Delaware corporation (“Rand Hol

November 7, 2014 SC 13D/A

RWWI / Rand Worldwide, Inc. / AMPERSAND 2006 L P - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rand Worldwide, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Number) James T. Barrett, Esq. Edwards Wildman Palmer LLP 111 Huntington Avenue, Boston, MA 02199 (617) 239-0100 (Name,

November 7, 2014 EX-10.1

CREDIT AGREEMENT dated as of November 3, 2014 Rand Worldwide, Inc., the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A. Table of Contents Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Classification of Loans and

EX-10.1 2 d815819dex101.htm EX-10.1 Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of November 3, 2014 among Rand Worldwide, Inc., the other Loan Parties party hereto, and JPMORGAN CHASE BANK, N.A. Table of Contents Page Article I Definitions 1 Section 1.01. Defined Terms 1 Section 1.02. Classification of Loans and Borrowings 22 Section 1.03. Terms Generally 22 Section 1.04. Accounting T

November 4, 2014 SC TO-I/A

RWWI / Rand Worldwide, Inc. SC TO-I/A - - SC TO-I/A

SC TO-I/A As filed with the Securities and Exchange Commission on November 4, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 4, 2014 EX-99.A5III

Rand Worldwide Announces Final Results of its Tender Offer

Exhibit (a)(5)(iii) Exhibit (a)(5)(iii) FOR IMMEDIATE RELEASE Rand Worldwide Announces Final Results of its Tender Offer FRAMINGHAM, MA – November 4, 2014 – Rand Worldwide, Inc.

October 29, 2014 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2014 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-31265 RAND WO

October 27, 2014 SC TO-I/A

RWWI / Rand Worldwide, Inc. SC TO-I/A - - SC TO-I/A

SC TO-I/A As filed with the Securities and Exchange Commission on October 27, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 27, 2014 EX-99.A.5.II

Rand Worldwide Announces Waiver of Financing Condition under its Tender Offer

EX-99.A.5.II 2 d808743dex99a5ii.htm EXHIBIT (A)(5)(II) Exhibit (a)(5)(ii) FOR IMMEDIATE RELEASE Rand Worldwide Announces Waiver of Financing Condition under its Tender Offer FRAMINGHAM, MA – October 27, 2014 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, previously announced a tender

October 3, 2014 EX-99.A1IV

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

EX-99.a1iv Exhibit (a)(1)(iv) THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). To Stockholders of Rand Worldwide, Inc.: Enclosed for your consideration are the Offer to Purchase, dated October 3, 2014 (the “Offer to Purchase”), and t

October 3, 2014 EX-99.D2

RAND WORLDWIDE, INC.

EX-99.d2 Exhibit (d)(2) RAND WORLDWIDE, INC. Re: Optionholder Notice and Acknowledgment Acceleration of Options and Net Settlement Dear Optionholder: This letter relates to your stock option agreement(s) with Rand Worldwide, Inc. (the “Company”), each of which sets forth the terms of an option (each an “Option” and collectively, the “Options”) granted to you pursuant to the Company’s Omnibus Equit

October 3, 2014 EX-99.A5

Rand Worldwide Announces Commencement of Self-Tender Offer For Shares of its Common Stock

EX-99.a5 Exhibit (a)(5) FOR IMMEDIATE RELEASE Rand Worldwide Announces Commencement of Self-Tender Offer For Shares of its Common Stock FRAMINGHAM, MA – October 3, 2014 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announced today the commencement of its previously announced tender o

October 3, 2014 EX-99.B1

September 26, 2014 Rand Worldwide, Inc. Senior Secured Credit Facility Commitment Letter

EX-99.B1 9 d798371dex99b1.htm EX-99.B1 Exhibit (b)(1) September 26, 2014 Rand Worldwide, Inc. Senior Secured Credit Facility Commitment Letter Rand Worldwide, Inc. 11201 Dolfield Blvd. Owings Mills, MD 21117 Attention: Lawrence Rychlak, President and Chief Financial Officer Ladies and Gentlemen: Rand Worldwide, Inc. (the “Borrower” or “you”) has requested that JPMorgan Chase Bank, National Associa

October 3, 2014 SC TO-I

RWWI / Rand Worldwide, Inc. SC TO-I - - SC TO-I

SC TO-I As filed with the Securities and Exchange Commission on October 3, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 3, 2014 EX-99.A1V

OFFER TO PURCHASE FOR CASH RAND WORLDWIDE, INC. UP TO 27,530,816 SHARES OF COMMON STOCK OF RAND WORLDWIDE, INC. AT A PURCHASE PRICE OF $1.20 PER SHARE

EX-99.a1v Exhibit (a)(1)(v) OFFER TO PURCHASE FOR CASH BY RAND WORLDWIDE, INC. OF UP TO 27,530,816 SHARES OF COMMON STOCK OF RAND WORLDWIDE, INC. AT A PURCHASE PRICE OF $1.20 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”).

October 3, 2014 EX-99.A1II

Letter of Transmittal To Tender Shares of Common Stock RAND WORLDWIDE, INC. at $1.20 Per Share in Cash Pursuant to the Offer to Purchase dated October 3, 2014 by Rand Worldwide, Inc.

EX-99.a1ii Exhibit (a)(1)(ii) Letter of Transmittal To Tender Shares of Common Stock of RAND WORLDWIDE, INC. at $1.20 Per Share in Cash Pursuant to the Offer to Purchase dated October 3, 2014 by Rand Worldwide, Inc. The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed below. You are hereby authorized and instructed to deliver to the

October 3, 2014 EX-99.A1VI

OFFER TO PURCHASE FOR CASH RAND WORLDWIDE, INC. UP TO 27,530,816 SHARES OF COMMON STOCK OF RAND WORLDWIDE, INC. AT A PURCHASE PRICE OF $1.20 PER SHARE

EX-99.A1VI 7 d798371dex99a1vi.htm EX-99.A1VI Exhibit (a)(1)(vi) OFFER TO PURCHASE FOR CASH BY RAND WORLDWIDE, INC. OF UP TO 27,530,816 SHARES OF COMMON STOCK OF RAND WORLDWIDE, INC. AT A PURCHASE PRICE OF $1.20 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY

October 3, 2014 EX-99.A1I

OFFER TO PURCHASE FOR CASH RAND WORLDWIDE, INC. UP TO 27,530,816 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.20 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS

EX-99.a1i Table of Contents Exhibit (a)(1)(i) OFFER TO PURCHASE FOR CASH BY RAND WORLDWIDE, INC. OF UP TO 27,530,816 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $1.20 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. Rand Worldwide, Inc., a Delaware corporation (the “Company”, “we”

October 3, 2014 EX-99.A1III

NOTICE OF GUARANTEED DELIVERY TO TENDER SHARES OF COMMON STOCK RAND WORLDWIDE, INC. Pursuant to its Offer to Purchase Dated October 3, 2014

EX-99.a1iii Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY TO TENDER SHARES OF COMMON STOCK of RAND WORLDWIDE, INC. Pursuant to its Offer to Purchase Dated October 3, 2014 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 3, 2014, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). As set fo

September 29, 2014 EX-21.1

Subsidiaries Rand Worldwide Subsidiary, Inc. (Delaware) Rand Worldwide Foreign Holdings, Inc. (Delaware) Rand A Technology Corporation (Ontario, Canada) ASJ Computer Graphics of Canada Ltd (Ontario, Canada)

Exhibit 21.1 Subsidiaries Rand Worldwide Subsidiary, Inc. (Delaware) Rand Worldwide Foreign Holdings, Inc. (Delaware) Rand A Technology Corporation (Ontario, Canada) ASJ Computer Graphics of Canada Ltd (Ontario, Canada)

September 29, 2014 EX-99.1

Rand Worldwide Reports Fiscal Year 2014 Results Revenue Increases by 11% from Prior Fiscal Year

EX-99.1 2 d797276dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rand Worldwide Reports Fiscal Year 2014 Results Revenue Increases by 11% from Prior Fiscal Year FRAMINGHAM, MA – September 29, 2014 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announces its financial results for

September 29, 2014 EX-2

STOCK PURCHASE AGREEMENT

EX-2 3 d797296dex2.htm EX-99.2 Exhibit 2 Execution Version STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 26, 2014, by and between RWWI Holdings LLC (“Seller”) and Rand Acquisition LLC (“Buyer”). RECITALS WHEREAS, Seller is the holder of shares of common stock, par value $0.01 per share (the “Common Stock”), of Rand Worldwide, Inc

September 29, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d794635d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2014 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission

September 29, 2014 EX-99.2

Rand Worldwide Plans to Launch a Self-Tender Offer for Shares of its Common Stock

EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Rand Worldwide Plans to Launch a Self-Tender Offer for Shares of its Common Stock FRAMINGHAM, MA – September 29, 2014 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announced today that it intends to conduct a self-tender offer to repurchase

September 29, 2014 SC 13D/A

RWWI / Rand Worldwide, Inc. / AMPERSAND 2006 L P - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rand Worldwide, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Number) James T. Barrett, Esq. Edwards Wildman Palmer LLP 111 Huntington Avenue, Boston, MA 0219

September 29, 2014 EX-99.2

Rand Worldwide Plans to Launch a Self-Tender Offer for Shares of its Common Stock

EX-99.2 3 d797276dex992.htm EX-99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE Rand Worldwide Plans to Launch a Self-Tender Offer for Shares of its Common Stock FRAMINGHAM, MA – September 29, 2014 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announced today that it intends to conduct a self

September 29, 2014 EX-99.1

Rand Worldwide Reports Fiscal Year 2014 Results Revenue Increases by 11% from Prior Fiscal Year

EX-99.1 2 d797276dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Rand Worldwide Reports Fiscal Year 2014 Results Revenue Increases by 11% from Prior Fiscal Year FRAMINGHAM, MA – September 29, 2014 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announces its financial results for

September 29, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

Form 8-K 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): September 29, 2014 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction of incorporation) (C

September 29, 2014 SC TO-C

RWWI / Rand Worldwide, Inc. SC TO-C - - FORM 8-K

Form 8-K 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): September 29, 2014 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction of incorporation) (C

September 29, 2014 SC 13D/A

RWWI / Rand Worldwide, Inc. / KAMIN PETER H - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.

September 29, 2014 EX-99.1

STOCK PURCHASE AGREEMENT

EX-99.1 2 v390233ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 26, 2014, by and between RWWI Holdings LLC (“Seller”) and Rand Acquisition LLC (“Buyer”). RECITALS WHEREAS, Seller is the holder of shares of common stock, par value $0.01 per share (the “Common Stock”), of Rand Worldwide, Inc., a

September 29, 2014 EX-1

JOINT FILING AGREEMENT OF RWWI HOLDINGS LLC AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLC

EX-1 2 d797296dex1.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT OF RWWI HOLDINGS LLC AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLC The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the foregoing state

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exact

May 15, 2014 424B3

RAND WORLDWIDE, INC. 34,558,287 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

February 14, 2014 424B3

RAND WORLDWIDE, INC. 34,558,287 Shares of Common Stock

424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

February 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 14, 2013 424B3

RAND WORLDWIDE, INC. 34,558,287 Shares of Common Stock

Form 424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

November 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Ex

November 14, 2013 424B3

RAND WORLDWIDE, INC. 34,558,287 Shares of Common Stock

Form 424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

November 7, 2013 8-K

Submission of Matters to a Vote of Security Holders - LIVE FILING

Rand Worldwide, Inc. (Form: 8-K) 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): November 6, 2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdictio

October 2, 2013 DEF 14A

- DEF 14A

DEF 14A 50(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

October 2, 2013 POS AM

- POS AM

As filed with the Securities and Exchange Commission on October 2, 2013 Registration No.

October 2, 2013 EX-24.2

Power of Attorney

Exhibit 24.2 Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marc L. Dulude and Lawrence Rychlak, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead in any and all capacities, to sign any or all amendments to

September 30, 2013 EX-21.1

Subsidiaries Rand Worldwide Subsidiary, Inc. (Delaware) Rand Worldwide Foreign Holdings, Inc. (Delaware) — Rand A Technology Corporation (Ontario, Canada) Ø ASJ Computer Graphics of Canada Ltd (Ontario, Canada)

Exhibit 21.1 Subsidiaries Rand Worldwide Subsidiary, Inc. (Delaware) Rand Worldwide Foreign Holdings, Inc. (Delaware) ? Rand A Technology Corporation (Ontario, Canada) ? ASJ Computer Graphics of Canada Ltd (Ontario, Canada)

September 30, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2013 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-31265 RAND WORL

September 12, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - LIVE FILING

Rand Worldwide, Inc. (Form: 8-K) 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): September 11, 2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdict

September 6, 2013 EX-10.1

“VAR” Company name: Imaginit Technologies Address: 6155 Rockside Rd Ste 201 City: Independence State/Province, Postal Code: 44131-2217 Country: United States VAT/GST Number: Phone number: Fax number: Email address: Autodesk Account #: “AUTODESK” Comp

EX-10.1 Exhibit 10.1 Autodesk® Value Added Reseller (“VAR”) Agreement “VAR” Company name: Imaginit Technologies Address: 6155 Rockside Rd Ste 201 City: Independence State/Province, Postal Code: 44131-2217 Country: United States VAT/GST Number: Phone number: Fax number: Email address: Autodesk Account #: “AUTODESK” Company name: Autodesk, Inc. Address: 111 McInnis Parkway City: San Rafael State/Pro

September 6, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - LIVE FILING

Rand Worldwide, Inc. (Form: 8-K) 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): February 1, 2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdictio

September 4, 2013 EX-10.1

RAND WORLDWIDE, INC. INCENTIVE OPTION AGREEMENT

EX-10.1 EXHIBIT 10.1 RAND WORLDWIDE, INC. INCENTIVE OPTION AGREEMENT PARTICIPANT: NUMBER OF OPTION SHARES: OPTION PRICE: EXPIRATION DATE: GRANT DATE: THIS INCENTIVE OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between RAND WORLDWIDE, INC., a Delaware corporation (the “Company”), and the PARTICIPANT named above (the “Participant”). EXPLANAT

September 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 htm48424.htm LIVE FILING 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): September 3, 2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction

August 22, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - LIVE FILING

Rand Worldwide, Inc. (Form: 8-K) 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): August 22, 2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction

July 31, 2013 424B3

RAND WORLDWIDE, INC. 34,639,615 Shares of Common Stock

424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

July 31, 2013 424B3

RAND WORLDWIDE, INC. 34,639,615 Shares of Common Stock

424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exact

April 12, 2013 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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): 04/12/2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-31265 Delaware 84-1035353 (State or other jurisdiction of (IRS Emplo

April 12, 2013 EX-10

LOAN DOCUMENT MODIFICATION AGREEMENT

Exhibit 10.1 LOAN DOCUMENT MODIFICATION AGREEMENT THIS LOAN DOCUMENT MODIFICATION AGREEMENT (the "Modification Agreement") is made this 12th day of April, 2013, by and among RAND WORLDWIDE, INC., a Delaware corporation, and RAND A TECHNOLOGY CORPORATION, an Ontario corporation, and their successors and assigns (collectively, the "Borrowers"), RAND WORLDWIDE FOREIGN HOLDINGS, INC. and RAND WORLDWID

April 3, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): 04/02/2013 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-31265 Delaware 84-1035353 (State or other jurisdiction of (IRS Emplo

February 26, 2013 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on February 26, 2013 Registration No.

February 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exa

February 14, 2013 EX-10.1

RAND WORLDWIDE, INC. OMNIBUS EQUITY COMPENSATION PLAN AUGUST 22, 2012

EX-10.1 Exhibit 10.1 RAND WORLDWIDE, INC. OMNIBUS EQUITY COMPENSATION PLAN AUGUST 22, 2012 1. Purpose. The purpose of the Plan is to provide designated (a) Employees of the Company and its Affiliates and (b) Non-Employee Directors of the Company with the opportunity to receive grants of Options, Stock Units, Performance Units, Stock Awards and Other Stock-Based Awards. The Company believes that th

December 4, 2012 SC 13D/A

RWWI / Rand Worldwide, Inc. / KAMIN PETER H Activist Investment

SC 13D/A 1 eps4956.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* Rand Worldwide, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Nu

December 4, 2012 EX-99.1 CHARTER

PURCHASE AGREEMENT

EX-99.1 CHARTER 2 ex99-1.htm PURCHASE AGREEMENT Exhibit 99.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”), dated November 28, 2012, is between Sigma Opportunity Fund, LLC and Sigma Capital Advisors, LLC (individually a “Seller” and collectively the “Sellers”), and the persons and entities listed on Schedule 1 attached hereto (individually a “Buyer” and collectively the “Buyers”).

December 4, 2012 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 3 ex99-2.htm JOINT FILING AGREEMENT EXHIBIT 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons, entities and trust named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of Rand Worldwi

November 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Ex

November 13, 2012 POS AM

- POS AM

As filed with the Securities and Exchange Commission on November 13, 2012 Registration No.

October 24, 2012 424B3

PROSPECTUS Rand Worldwide, Inc. 34,639,615 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-173162 PROSPECTUS Rand Worldwide, Inc. 34,639,615 Shares of Common Stock This prospectus relates to the sale from time to time of up to 34,639,615 shares of our common stock, par value $0.01 per share, by the selling stockholders named in this prospectus in the section entitled “Selling Stockholders,” including their donees, pledgees, assignees

October 16, 2012 POS AM

- POS AM

POS AM 1 v325625posam.htm POS AM As filed with the Securities and Exchange Commission on October 16, 2012 Registration No. 333-173162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RAND WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 7372 84-10

October 3, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents 50(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 28, 2012 EX-21.1

Subsidiaries Rand Worldwide Subsidiary, Inc. Rand Worldwide Foreign Holdings, Inc. Rand Technologies Asia-Pacific Holdings Pte Ltd. (Singapore) Imaginit Technologies Pty Ltd. (Australia) Rand Technologies Pty Ltd. (Australia) Rand A Technology Corpor

EXHIBIT 21.1 Exhibit 21.1 Subsidiaries Rand Worldwide Subsidiary, Inc. Rand Worldwide Foreign Holdings, Inc. Rand Technologies Asia-Pacific Holdings Pte Ltd. (Singapore) Imaginit Technologies Pty Ltd. (Australia) Rand Technologies Pty Ltd. (Australia) Rand A Technology Corporation (Canada) Imaginit Technologies (S) Pte Ltd. (Singapore) Rand Technologies (M) SDN.BHD (Malaysia)

September 28, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2012 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-31265 RAND WORL

May 15, 2012 424B3

RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

May 15, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exact

March 26, 2012 EX-99.2

Joint Filing Agreement

EX-99.2 3 ex992to13d0856800503222012.htm JOINT FILING AGREEMENT Exhibit 99.2 Joint Filing Agreement In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01, of Rand Worldwi

March 26, 2012 EX-99.1

PURCHASE AGREEMENT

EX-99.1 2 ex991to13d0856800503222012.htm STOCK PURCHASE AGREEMENT Exhibit 99.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) dated March 22, 2012, is between Capstone Ventures SBIC, L.P., a limited partnership (“Seller”), and the persons listed on Schedule 1 attached hereto (individually a “Buyer” and collectively the “Buyers”). Recitals The following facts underlie this Agreement:

March 26, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - LIVE FILING

Rand Worldwide, Inc. (Form: 8-K) 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): March 23, 2012 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction

March 26, 2012 SC 13D

RWWI / Rand Worldwide, Inc. / KAMIN PETER H - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Rand Worldwide, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Number) STEVEN WOLOSKY, ES

March 26, 2012 EX-99.1

Rand Worldwide Appoints New Board Member - — - Peter H. Kamin Joins Board of Directors

EX-99.1 2 exhibit1.htm EX-99.1 Exhibit 99.1 Rand Worldwide Appoints New Board Member - — - Peter H. Kamin Joins Board of Directors FRAMINGHAM, MA – March 26, 2012 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announces the appointment of Peter H. Kamin to the board of directors. Mr.

March 5, 2012 EX-10.1

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

EX-10.1 EXHIBIT 10.1 Committed Line of Credit Note (Daily LIBOR) $8,000,000 February 28, 2012 FOR VALUE RECEIVED, RAND WORLDWIDE, INC. and RAND A TECHNOLOGY CORPORATION (collectively, the “Borrower”), with an address at 11201 Dolfield Boulevard, Suites 112-115, Owings Mills, Maryland 21117, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United S

March 5, 2012 EX-10.2

FINANCING AND SECURITY AGREEMENT

EX-10.2 EXHIBIT 10.2 FINANCING AND SECURITY AGREEMENT THIS FINANCING AND SECURITY AGREEMENT (this “Agreement”) is made this 29th day of February, 2012, by and among RAND WORLDWIDE, INC., a Delaware corporation (sometimes hereinafter referred to as the “Borrower Agent” or “U.S. Borrower”) and RAND A TECHNOLOGY CORPORATION, a corporation organized under the laws of the Province of Ontario (“Foreign

March 5, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - LIVE FILING

Rand Worldwide, Inc. (Form: 8-K) 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): February 29, 2012 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdicti

March 5, 2012 EX-10.3

GUARANTY AND SECURITY AGREEMENT

EX-10.3 EXHIBIT 10.3 GUARANTY AND SECURITY AGREEMENT THIS GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is made this 29th day of February, 2012, by and between PNC BANK, NATIONAL ASSOCIATION, a national banking association (the “Lender”), with a mailing address for the purposes of this Agreement at Two Hopkins Plaza, 21st Floor, Baltimore, MD 21201 and RAND WORLDWIDE SUBSIDIARY, INC., a Delaw

February 14, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

February 14, 2012 424B3

RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock

Rule 424(b)(3) Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No.

January 5, 2012 SC 13G/A

RWWI / Rand Worldwide, Inc. / KAMIN PETER H - PETER H. KAMIN / RAND WORLDWIDE, INC. Passive Investment

SC 13G/A 1 eps4485.htm PETER H. KAMIN / RAND WORLDWIDE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rand Worldwide, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Number) January 4, 2012 (Date of Event Which Requires Filing of this

December 22, 2011 EX-4

PLANETCAD, INC. 2002 STOCK OPTION PLAN AS AMENDED THROUGH NOVEMBER 9, 2011

Exhibit 4 PLANETCAD, INC. 2002 STOCK OPTION PLAN AS AMENDED THROUGH NOVEMBER 9, 2011 RAND WORLDWIDE, INC. FIRST AMENDMENT TO PLANETCAD, INC. 2002 STOCK OPTION PLAN The PlanetCad, Inc. 2002 Stock Option Plan (the “Plan”) is hereby amended by deleting Section 5 in its entirety and substituting the following in lieu thereof: 5. STOCK SUBJECT TO THE PLAN. The Plan covers 6,800,000 shares of the Stock,

December 22, 2011 S-8

As filed with the Securities and Exchange Commission ion on December 22, 2011

As filed with the Securities and Exchange Commission ion on December 22, 2011 Registration No.

November 16, 2011 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 d257275d8k.htm FORM 8-K 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): November 9, 2011 RAND WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Comm

November 16, 2011 424B3

RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock

424B3 1 d257275d424b3.htm PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-173162 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated July 1, 2011) RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock This Prospectus Supplement No. 2 supplements and amends our Prospectus dated July 1, 2011, as amended and supplemented to date. This Prospectus Supplement No

November 14, 2011 424B3

RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-173162 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated July 1, 2011) RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock This Prospectus Supplement No. 1 supplements and amends our Prospectus dated July 1, 2011, as amended and supplemented. This Prospectus Supplement No. 1 includes our attached Quarterly Report o

November 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Ex

October 3, 2011 POS AM

As filed with the Securities and Exchange Commission on October 3, 2011

Table of Contents As filed with the Securities and Exchange Commission on October 3, 2011 Registration No.

October 3, 2011 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 28, 2011 EX-21.1

Subsidiaries Rand Worldwide Subsidiary, Inc. Rand Worldwide Foreign Holdings, Inc. Rand Technologies Asia-Pacific Holdings Pte Ltd. (Singapore) Imaginit Technologies Pty Ltd. (Australia) Rand Technologies Pty Ltd. (Australia) Rand A Technology Corpor

Exhibit 21.1 Exhibit 21.1 Subsidiaries Rand Worldwide Subsidiary, Inc. Rand Worldwide Foreign Holdings, Inc. Rand Technologies Asia-Pacific Holdings Pte Ltd. (Singapore) Imaginit Technologies Pty Ltd. (Australia) Rand Technologies Pty Ltd. (Australia) Rand A Technology Corporation (Canada) Imaginit Technologies (S) Pte Ltd. (Singapore) Rand Technologies (M) SDN.BHD (Malaysia) Rand Delaware LLC

September 28, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2011 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-31265 RAND WORL

September 28, 2011 EX-10.29

May 7, 2008

Exhibit 10.29 Exhibit 10.29 May 7, 2008 Robert F. Heeg, Executive Vice President RAND IMAGINiT Technologies Dear Bob: We are pleased to outline the terms and conditions of your compensation for fiscal year 2008, which began November 1, 2007 and ends on October 31, 2008. The terms and conditions provided in this letter will be incorporated by reference into your Employment Agreement. Unless otherwi

July 14, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rand Worldwide, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Number) July 13, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

July 7, 2011 424B3

PROSPECTUS RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-173162 PROSPECTUS RAND WORLDWIDE, INC. 35,853,149 Shares of Common Stock This prospectus relates to the sale from time to time of up to 35,853,149 shares of our common stock, par value $0.01 per share, by the selling stockholders named in this prospectus in the section entitled “Selling Stockholders,” including their donees, p

June 30, 2011 CORRESP

RAND WORLDWIDE, INC. 161 Worcester Road, Suite 401 Framingham, Massachusetts 01701 June 30, 2011

CORRESP 1 filename1.htm RAND WORLDWIDE, INC. 161 Worcester Road, Suite 401 Framingham, Massachusetts 01701 June 30, 2011 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Matthew Crispino Re: Rand Worldwide, Inc. – Registration Statement on Form S-1 (File No. 333-173162) Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, Rand Worldwi

June 30, 2011 S-1/A

As filed with the Securities and Exchange Commission on June 30, 2011

Table of Contents As filed with the Securities and Exchange Commission on June 30, 2011 Registration No.

June 1, 2011 CORRESP

Rand Worldwide, Inc. 161 Worcester Road, Suite 401 Framingham, MA 01701 May 31, 2011

CORRESP 1 filename1.htm Rand Worldwide, Inc. 161 Worcester Road, Suite 401 Framingham, MA 01701 May 31, 2011 BY EDGAR SUBMISSION Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-4631 Attention: Mr. Matthew Crispino Re: Rand Worldwide Registration Statement on Form S-1 Filed March 30, 2011 File No. 333-173162 Dear Mr. Crispino: On behalf of Rand Worldwide, Inc. (the “Company

May 16, 2011 EX-10.1

RAND WORLDWIDE, INC. March 23, 2011

Exhibit 10.1 RAND WORLDWIDE, INC. March 23, 2011 Marc D. Dulude 4 Rowan Field Road Wayland, MA 01778 Dear Marc: We are pleased to offer you continued employment in the position of Chief Executive Officer of Rand Worldwide, Inc. (the ?Company?) effective as of January 1, 2011. The terms of your employment will be as follows: 1. Title ? Chief Executive Officer of the Company, reporting to the Board

May 16, 2011 EX-99.1

Rand Worldwide Reports Third Quarter Fiscal 2011 Earnings - — - Strong Revenue and Net Income Levels Continue

EX-99.1 Exhibit 99.1 Rand Worldwide Reports Third Quarter Fiscal 2011 Earnings - — - Strong Revenue and Net Income Levels Continue FRAMINGHAM, MA – May 16, 2011 – Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announces financial results for the three and nine months ended March 31, 201

May 16, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 16, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 htm41737.htm LIVE FILING 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): May 16, 2011 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (Com

May 16, 2011 EX-3.1

State of Delaware Secretary of State Division of Corporations Delivered 07:47 AM 12/13/2010 FILED 07:48 AM 12/13/2010 SRV 101176401 ? 2095550 FILE

Certificate of Amendment of Amended and Restated Certificate of Incorporation Exhibit 3.

April 5, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 htm41258.htm LIVE FILING 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): March 31, 2011 Rand Worldwide, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (C

April 5, 2011 EX-99.1

Rand Worldwide Appoints New Board Member Manu Parpia Joins Board of Directors

EX-99.1 Exhibit 99.1 Rand Worldwide Appoints New Board Member Manu Parpia Joins Board of Directors FRAMINGHAM, MA – April 5, 2011 — Rand Worldwide, Inc. (OTCBB:RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announced today that Manu M. Parpia has been appointed to its board of directors. “I’m pleased to welcome Man

April 4, 2011 EX-10.1

RAND WORLDWIDE, INC. March 23, 2011

Exhibit 10.1 RAND WORLDWIDE, INC. March 23, 2011 Marc D. Dulude 4 Rowan Field Road Wayland, MA 01778 Dear Marc: We are pleased to offer you continued employment in the position of Chief Executive Officer of Rand Worldwide, Inc. (the “Company”) effective as of January 1, 2011. The terms of your employment will be as follows: 1. Title – Chief Executive Officer of the Company, reporting to the Board

April 4, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 30, 2011 RAND WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Commission File No.) (IRS Employer I

March 30, 2011 S-1

As filed with the Securities and Exchange Commission on March 30, 2011

Table of Contents As filed with the Securities and Exchange Commission on March 30, 2011 Registration No.

March 24, 2011 EX-99.1

INDEX TO RAND WORLDWIDE INC. AND SUBSIDIARIES FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of October 31, 2008 and 2009 and June 30, 2010 F-2 Consolidated Statements of Operation

exv99w1 Exhibit 99.1 INDEX TO RAND WORLDWIDE INC. AND SUBSIDIARIES FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of October 31, 2008 and 2009 and June 30, 2010 F-2 Consolidated Statements of Operations for the years ended October 31, 2008 and 2009 and the eight months ended June 30, 2010 F-3 Consolidated Statements of Redeemabl

March 24, 2011 8-K

Financial Statements and Exhibits, Other Events

Table of Contents 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): March 24, 2011 RAND WORLDWIDE, INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 001-31265 (Commission File No.) 84-10353

March 24, 2011 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements give effect to the merger transaction between Avatech Solutions Inc. (?Avatech?) and Rand Worldwide Inc. (?Rand Worldwide?) which was completed on August 17, 2010 (the ?Closing Date?). All references to the consolidated entity of both Avatech and Rand W

March 23, 2011 CORRESP

Rand Worldwide, Inc. 10715 Red Run Blvd., Suite 101 Owings Mills, MD 21117 March 23, 2011

Rand Worldwide, Inc. 10715 Red Run Blvd., Suite 101 Owings Mills, MD 21117 March 23, 2011 BY EDGAR SUBMISSION Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-4631 Attention: Mr. Matthew Crispino Attention: Ms. Courtney Haseley Re: Rand Worldwide, Inc. Form 10-K for Fiscal Year Ended June 30, 2010 Filed September 28, 2010 Form 10-KT for the Transition Period from November 1

February 14, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Rand Worldwide, Inc. (Exa

January 5, 2011 EX-10.1

FOURTH AMENDMENT AND JOINDER TO REVOLVING CREDIT AND SECURITY AGREEMENT

FOURTH AMENDMENT AND JOINDER TO REVOLVING CREDIT AND SECURITY AGREEMENT This Fourth Amendment to Revolving Credit and Security Agreement (the ?Amendment?) is effective as of this 31st day of December, 2010 by and among RAND A TECHNOLOGY CORPORATION, a corporation organized under the laws of the Province of Ontario (?Foreign Borrower?), RAND WORLDWIDE SUBSIDIARY, INC.

January 5, 2011 8-K

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

Avatech Solutions, Inc. (Form: 8-K) 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): December 31, 2010 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other juri

December 20, 2010 EX-10.1

SIXTH MODIFICATION AGREEMENT

EX-10.1 2 exhibit1.htm EX-10.1 Exhibit 10.1 SIXTH MODIFICATION AGREEMENT THIS SIXTH MODIFICATION AGREEMENT (“AGREEMENT”) is made as of December 16, 2010, by and among AVATECH SOLUTIONS, INC., a Delaware corporation (“AVATECH”), and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation (“AVATECH SUBSIDIARY”), jointly and severally, and PNC BANK, NATIONAL ASSOCIATION, successor by merger to Mer

December 20, 2010 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 16, 2010 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (Commission (I.R.S. Employe

November 22, 2010 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 htm39823.htm LIVE FILING 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): November 9, 2010 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdicti

November 15, 2010 EX-10.26

FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit 10.26 FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This First Amendment to Revolving Credit and Security Agreement (the “Amendment”) is made this 22nd day of January, 2010 by and among RAND WORLDWIDE U.S. HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Rand Worldwide U.S.”), RAND IMAGINIT TECHNOLOGIES, INC., a corporation organized under the

November 15, 2010 EX-10.27

SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit 10.27 SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This Second Amendment to Revolving Credit and Security Agreement (the “Amendment”) is made this 23rd day of July, 2010 by and among RAND WORLDWIDE U.S. HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Rand Worldwide U.S.”), RAND IMAGINIT TECHNOLOGIES, INC., a corporation organized under the l

November 15, 2010 EX-21.1

Subsidiaries Avatech Solutions Subsidiary, Inc. Rand Worldwide, Inc.

exv21w1 Exhibit 21.1 Subsidiaries Avatech Solutions Subsidiary, Inc. Rand Worldwide, Inc.

November 15, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 15, 2010 EX-10.24

Value Added Reseller (“VAR”) Agreement

Exhibit 10.24 Value Added Reseller (“VAR”) Agreement “VAR” RAND IMAGINIT Technologies, Inc. 8001 Sweet Valley Drive Valley View, OH 44125 United States RAND IMAGINIT Technologies, Inc. 5285 Solar Drive Mississauga, ON L4W 5B8 Canada Phone Number: 216-834-8300 & 905-602-8783 Fax number: 216-834-8301 & 905-602-5279 Email address: [email protected] Autodesk Account #: 0070001739 & 0070000380 “AUTODESK”

November 15, 2010 EX-10.25

REVOLVING CREDIT SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) RAND WORLDWIDE U.S. HOLDINGS, INC. RAND A TECHNOLOGY CORPORATION RAND TECHNOLOGIES OF MICHIGAN, INC. RAND IMAGINIT TECHNOLOGIES, INC. August 14, 2009

Exhibit 10.25 EXECUTION COPY REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER AND AS AGENT) WITH RAND WORLDWIDE U.S. HOLDINGS, INC. RAND A TECHNOLOGY CORPORATION RAND TECHNOLOGIES OF MICHIGAN, INC. AND RAND IMAGINIT TECHNOLOGIES, INC. (BORROWERS) August 14, 2009 TABLE OF CONTENTS Page I. DEFINITIONS 1 1.1. Accounting Terms 1 1.2. General Terms 1 1.3. Uniform Commer

November 15, 2010 EX-10.28

THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit 10.28 THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT This Third Amendment to Revolving Credit and Security Agreement (“Amendment”), is made this 23rd day of July, 2010 among RAND WORLDWIDE U.S. HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Rand Worldwide U.S.”), RAND IMAGINIT TECHNOLOGIES, INC., a corporation organized under the laws of the S

November 15, 2010 10-KT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ ] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2010 or [ X ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from 11/1/09 to 6/30/10. Commission file number

November 1, 2010 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

EXHIBIT 99.2 EX-99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements give effect to the merger transaction between Avatech Solutions Inc. (“Avatech”) and Rand Worldwide Inc. (“Rand Worldwide”) which was completed on August 17, 2010 (the “Closing Date”).

November 1, 2010 EX-99.1

EX — 99.1 AUDITED AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL STATEMENTS Rand Worldwide, Inc. and Subsidiaries Index to Audited and Unaudited Financial Statements Page Report of Independent Registered Public Accounting Firm F-1 Consolid

EX-99.1 3 b83133exv99w1.htm EX-99.1 EX — 99.1 AUDITED AND UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL STATEMENTS Rand Worldwide, Inc. and Subsidiaries Index to Audited and Unaudited Financial Statements Page Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of October 31, 2008 and 2009 and April 30, 2010 (unaudited) F-2 Consolidated Statements of

November 1, 2010 8-K/A

Financial Statements and Exhibits

8-K/A 1 b83133e8vkza.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2010 AVATECH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (S

October 12, 2010 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a) Avatech Solutions, Inc. (Name of issuer) Common Stock, $.01 par value per

October 7, 2010 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 ddef14a.htm DEF 14A Table of Contents (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only

September 28, 2010 EX-10.3

PREFERRED STOCK PURCHASE AGREEMENT AVATECH SOLUTIONS, INC.

Exhibit 10.3 Exhibit 10.3 PREFERRED STOCK PURCHASE AGREEMENT AVATECH SOLUTIONS, INC. This Preferred Stock Purchase Agreement (this “Agreement”) is made and entered into as of the day of , 2005, by and among Avatech Solutions, Inc., a Delaware corporation (the “Company”), and each of the persons and/or entities identified on Schedule 1 hereto (the “Purchasers”). RECITALS WHEREAS, the Company wishes

September 28, 2010 EX-10.23

OMNIBUS WAIVER AND TERMINATION AGREEMENT August 17, 2010

Exhibit 10.23 OMNIBUS WAIVER AND TERMINATION AGREEMENT August 17, 2010 Reference is made to (i) the Common Stock and Warrant Purchase Agreement, dated January 29, 2007, by and among Avatech Solutions, Inc. (the ?Company?) and the purchasers named therein (the ?Purchasers?) (the ?Stock Purchase Agreement?), (ii) the Investor Rights Agreement, dated January 29, 2007, among the Company and the Purcha

September 28, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K 1 d10k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2010 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file n

September 28, 2010 EX-10.22

OMNIBUS WAIVER AND TERMINATION AGREEMENT August 17, 2010

Exhibit 10.22 Exhibit 10.22 OMNIBUS WAIVER AND TERMINATION AGREEMENT August 17, 2010 Reference is made to (i) the Common Stock and Warrant Purchase Agreement, dated June 12, 2006, by and among Avatech Solutions, Inc. (the “Company”) and the purchasers named therein (the “Purchasers”) (the “Stock Purchase Agreement”) and (ii) the Investor Rights Agreement, dated June 12, 2006, among the Company and

September 28, 2010 EX-21.1

Subsidiaries Avatech Solutions Subsidiary, Inc. Rand Worldwide, Inc.

Exhibit 21.1 Subsidiaries Avatech Solutions Subsidiary, Inc. Rand Worldwide, Inc.

September 23, 2010 PRE 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 20, 2010 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

8-K/A 1 htm39075.htm LIVE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2010 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (Stat

August 24, 2010 EX-99.1

JOINT FILING AGREEMENT OF RWWI HOLDINGS LLC AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLC

Exhibit 1 JOINT FILING AGREEMENT OF RWWI HOLDINGS LLC AMPERSAND 2006 LIMITED PARTNERSHIP AMP-06 MANAGEMENT COMPANY LIMITED PARTNERSHIP AND AMP-06 MC LLC The undersigned persons agree and consent pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, as of the date set forth below, to the joint filing on their behalf of the Schedule 13D to which this Exhibit is attached, in connection with their beneficial ownership of the common stock of Avatech Solutions, Inc.

August 24, 2010 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ___)* Avatech Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Se

SC 13D 1 v194826sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Avatech Solutions, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05349Y104 (CUSIP Number) James T. Barrett, Esq. Edwards Angell Palmer & Dodge LLP 111 Huntington Avenue, Boston, MA 0

August 17, 2010 EX-10.3

FIFTH MODIFICATION AGREEMENT

Exhibit 10.3 FIFTH MODIFICATION AGREEMENT THIS FIFTH MODIFICATION AGREEMENT (“AGREEMENT”) is made as of August 17, 2010, by and among AVATECH SOLUTIONS, INC., a Delaware corporation (“AVATECH”), and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (“AVATECH SUBSIDIARY”), and PNC BANK, NATIONAL ASSOCIATION, successor by merger to Mercantile-Safe Deposit and Trust Co

August 17, 2010 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Costs Associated with Exit or Disposal Activities, Unregistered Sales of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 v1944068k.htm 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): August 17, 2010 AVATECH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Commission F

August 17, 2010 EX-9.1

STOCKHOLDERS? AGREEMENT

Exhibit 9.1 STOCKHOLDERS’ AGREEMENT This Stockholders’ Agreement (this “Agreement”), dated as of August 17, 2010, is made by and among Avatech Solutions, Inc., a Delaware corporation (the “Company”), RWWI Holdings LLC, a Delaware limited liability company (the “Designator”), and the holders identified on Annex I (together with their respective successors and assigns, the “Holders”; the Holders are

August 17, 2010 EX-99.1

RAND WORLDWIDE, INC. AND AVATECH SOLUTIONS, INC. MERGE BUSINESS OPERATIONS Combined Company is Autodesk’s Largest Global VAR

EX-99.1 14 v194406ex99-1.htm Exhibit 99.1 RAND WORLDWIDE, INC. AND AVATECH SOLUTIONS, INC. MERGE BUSINESS OPERATIONS Combined Company is Autodesk’s Largest Global VAR FRAMINGHAM, MA and OWINGS MILLS, MD – August 17, 2010 – Rand Worldwide, Inc. (Framingham, MA), a global leader in providing technology solutions to organizations with engineering design and information technology requirements, and Av

August 17, 2010 EX-10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EX-10.6 10 v194406ex10-6.htm Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of the 17th day of August, 2010 (the “Effective Date”) by and between Lawrence Rychlak (the “Executive”) and Avatech Solutions, Inc., a Delaware corporation (“Avatech”). WHEREAS, Executive currently serves as the President

August 17, 2010 EX-9.1

STOCKHOLDERS? AGREEMENT

Exhibit 9.1 STOCKHOLDERS? AGREEMENT This Stockholders? Agreement (this ?Agreement?), dated as of August 17, 2010, is made by and among Avatech Solutions, Inc., a Delaware corporation (the ?Company?), RWWI Holdings LLC, a Delaware limited liability company (the ?Designator?), and the holders identified on Annex I (together with their respective successors and assigns, the ?Holders?; the Holders are

August 17, 2010 EX-4.1

FORM AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT

Exhibit 4.1 FORM AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT THIS AMENDED AND RESTATED WARRANT (THIS ?WARRANT?) AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF

August 17, 2010 EX-4.1

FORM AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT

Exhibit 4.1 FORM AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT THIS AMENDED AND RESTATED WARRANT (THIS ?WARRANT?) AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF

August 17, 2010 EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of August 17, 2010 by and between Avatech Solutions, Inc., a Delaware corporation (the “Company”), and [Director/Officer] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other cap

August 17, 2010 EX-10.4

AVATECH SOLUTIONS, INC. FIRST AMENDMENT TO STOCK OPTION

Exhibit 10.4 AVATECH SOLUTIONS, INC. FIRST AMENDMENT TO STOCK OPTION OPTIONEE: NUMBER OF SHARES: EXERCISE PRICE: $ EXPIRATION DATE: GRANT DATE: THIS FIRST AMENDMENT TO STOCK OPTION (this ?First Amendment?) is entered into on this 17th day of August, 2010 by and between AVATECH SOLUTIONS, INC., a Delaware corporation, and the Optionee named above. Capitalized terms used but not defined herein shall

August 17, 2010 EX-10.3

FIFTH MODIFICATION AGREEMENT

EX-10.3 7 v194406ex10-3.htm Exhibit 10.3 FIFTH MODIFICATION AGREEMENT THIS FIFTH MODIFICATION AGREEMENT (“AGREEMENT”) is made as of August 17, 2010, by and among AVATECH SOLUTIONS, INC., a Delaware corporation (“AVATECH”), and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (“AVATECH SUBSIDIARY”), and PNC BANK, NATIONAL ASSOCIATION, successor by merger to Mercanti

August 17, 2010 EX-16.1

August 17, 2010

Exhibit 16.1 August 17, 2010 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Avatech Solutions, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Avatech Solutions, Inc. dated August 17, 2010. We agree with th

August 17, 2010 EX-2.1

AGREEMENT AND PLAN OF MERGER AVATECH SOLUTIONS, INC., a Delaware corporation; ASRW ACQUISITION SUB, INC., a Delaware corporation; RAND WORLDWIDE, INC., a Delaware corporation; and RWWI HOLDINGS LLC, a Delaware limited liability company Dated as of Au

EX-2.1 2 v194406ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: AVATECH SOLUTIONS, INC., a Delaware corporation; ASRW ACQUISITION SUB, INC., a Delaware corporation; RAND WORLDWIDE, INC., a Delaware corporation; and RWWI HOLDINGS LLC, a Delaware limited liability company Dated as of August 17, 2010 TABLE OF CONTENTS Page 1. DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effects of the

August 17, 2010 EX-10.2

REGISTRATION RIGHTS AGREEMENT BY AND AMONG AVATECH SOLUTIONS, INC. RWWI HOLDINGS LLC Dated as of August 17, 2010 TABLE OF CONTENTS

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT BY AND AMONG AVATECH SOLUTIONS, INC. AND RWWI HOLDINGS LLC Dated as of August 17, 2010 TABLE OF CONTENTS Page SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. DEMAND REGISTRATION 4 SECTION 3. PIGGYBACK EVENTS 6 SECTION 4. SHELF REGISTRATION 7 SECTION 5. SUSPENSION PERIODS 8 SECTION 6. REGISTRATION PROCEDURES 8 SECTION 7. REGISTRATION EXPENSES 13 SECTION 8. IND

August 17, 2010 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Costs Associated with Exit or Disposal Activities, Unregistered Sales of Equity Securities, Changes in Registrant's Certifying Accountant, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 v1944068k.htm 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): August 17, 2010 AVATECH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Commission F

August 17, 2010 EX-10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this ?Agreement?) is made and entered into as of the 17th day of August, 2010 (the ?Effective Date?) by and between Lawrence Rychlak (the ?Executive?) and Avatech Solutions, Inc., a Delaware corporation (?Avatech?). WHEREAS, Executive currently serves as the President and Chief Financial Officer

August 17, 2010 EX-2.1

AGREEMENT AND PLAN OF MERGER AVATECH SOLUTIONS, INC., a Delaware corporation; ASRW ACQUISITION SUB, INC., a Delaware corporation; RAND WORLDWIDE, INC., a Delaware corporation; and RWWI HOLDINGS LLC, a Delaware limited liability company Dated as of Au

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: AVATECH SOLUTIONS, INC., a Delaware corporation; ASRW ACQUISITION SUB, INC., a Delaware corporation; RAND WORLDWIDE, INC., a Delaware corporation; and RWWI HOLDINGS LLC, a Delaware limited liability company Dated as of August 17, 2010 TABLE OF CONTENTS Page 1. DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effects of the Merger 2 1.3 Closing; Effe

August 17, 2010 EX-99.1

RAND WORLDWIDE, INC. AND AVATECH SOLUTIONS, INC. MERGE BUSINESS OPERATIONS Combined Company is Autodesk’s Largest Global VAR

Exhibit 99.1 RAND WORLDWIDE, INC. AND AVATECH SOLUTIONS, INC. MERGE BUSINESS OPERATIONS Combined Company is Autodesk?s Largest Global VAR FRAMINGHAM, MA and OWINGS MILLS, MD ? August 17, 2010 ? Rand Worldwide, Inc. (Framingham, MA), a global leader in providing technology solutions to organizations with engineering design and information technology requirements, and Avatech Solutions, Inc. (Owings

August 17, 2010 EX-10.2

REGISTRATION RIGHTS AGREEMENT BY AND AMONG AVATECH SOLUTIONS, INC. RWWI HOLDINGS LLC Dated as of August 17, 2010 TABLE OF CONTENTS

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT BY AND AMONG AVATECH SOLUTIONS, INC. AND RWWI HOLDINGS LLC Dated as of August 17, 2010 TABLE OF CONTENTS Page SECTION 1. CERTAIN DEFINITIONS 1 SECTION 2. DEMAND REGISTRATION 4 SECTION 3. PIGGYBACK EVENTS 6 SECTION 4. SHELF REGISTRATION 7 SECTION 5. SUSPENSION PERIODS 8 SECTION 6. REGISTRATION PROCEDURES 8 SECTION 7. REGISTRATION EXPENSES 13 SECTION 8. IND

August 17, 2010 EX-16.1

August 17, 2010

Exhibit 16.1 August 17, 2010 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Avatech Solutions, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Avatech Solutions, Inc. dated August 17, 2010. We agree with th

August 17, 2010 EX-10.5

EMPLOYMENT AGREEMENT

EX-10.5 9 v194406ex10-5.htm Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of April 1, 2009 (the “Effective Date”) between Rand Technologies of Michigan, Inc., a Michigan corporation with its principal executive offices at One Lahser Center, Suite 225, 26400 Lahser Road, Southfield, MI 48033 (the “Company”), and Marc L. Dulude of 4 Rowan Field Roa

August 17, 2010 EX-10.5

EMPLOYMENT AGREEMENT

Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is entered into as of April 1, 2009 (the ?Effective Date?) between Rand Technologies of Michigan, Inc., a Michigan corporation with its principal executive offices at One Lahser Center, Suite 225, 26400 Lahser Road, Southfield, MI 48033 (the ?Company?), and Marc L. Dulude of 4 Rowan Field Road, Wayland, MA 01778 (?Execu

August 17, 2010 EX-10.4

AVATECH SOLUTIONS, INC. FIRST AMENDMENT TO STOCK OPTION

Exhibit 10.4 AVATECH SOLUTIONS, INC. FIRST AMENDMENT TO STOCK OPTION OPTIONEE: NUMBER OF SHARES: EXERCISE PRICE: $ EXPIRATION DATE: GRANT DATE: THIS FIRST AMENDMENT TO STOCK OPTION (this “First Amendment”) is entered into on this 17th day of August, 2010 by and between AVATECH SOLUTIONS, INC., a Delaware corporation, and the Optionee named above. Capitalized terms used but not defined herein shall

August 17, 2010 EX-10.1

FORM OF INDEMNIFICATION AGREEMENT

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of August 17, 2010 by and between Avatech Solutions, Inc., a Delaware corporation (the ?Company?), and [Director/Officer] (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other cap

June 29, 2010 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K/A 1 v1894228ka.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Event: June 28, 2010 AVATECH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Commission File No.) (IRS Employer Identif

June 29, 2010 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 htm38155.htm LIVE FILING 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): June 28, 2010 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction

June 29, 2010 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated June 28, 2010 (the “Effective Date”), is entered into by and between AVATECH SOLUTIONS, INC., a Delaware corporation (the “Company”), and George Davis (“Executive”). WHEREAS, Executive currently serves as the Chief Executive Officer of the Company. WHEREAS, the Company and Executive desire to evidence the terms a

May 17, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc. (Exa

April 27, 2010 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT T

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 2 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a) Avatech Solutions, Inc. (Name of Issuer) Common Stock, $.01 par value per share 05349Y104 (CUSIP Number) Christopher Olander 12

April 2, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT

apr113ga-avatech.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 6)* Avatech Solutions, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title

April 1, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT

SC 13G/A 1 apr113ga-avatech.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 5)* Avatech Solutions, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05349Y 1

March 30, 2010 SC 13D/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a) Avatech Solutions, Inc. (Name of Issuer) Common Stock, $.01 par value per share 05349Y104 (CUSIP Number) Christopher Olander 12407 Garrison For

March 5, 2010 SC 13D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a) Avatech Solutions, Inc. (Name of Issuer) Common Stock, $.01 par value per share 05349Y104 (CUSIP Number) Christopher Olander 12407 Garrison Fores

February 16, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc. (

February 9, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT

feb913ga-avatech.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 4)* Avatech Solutions, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title

January 15, 2010 EX-10.1

Direct VAR Terms and Conditions

Exhibit 10.1 Value Added Reseller (“VAR”) Agreement “VAR” Company name: Address: City: State/Province, Postal code Country: Phone Number: Fax number: Email address: Autodesk Account #: “AUTODESK” Autodesk, Inc. 111 McInnis Parkway San Rafael California 94903 United States In consideration of the mutual promises contained herein, the parties have read, understood and agree to be bound to this agree

January 15, 2010 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 d8k.htm FORM 8-K 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: January 15, 2010 AVATECH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Commission File No.) (IRS Employer Identification Number

December 30, 2009 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 23, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (Commission (I.R.S. Employe

December 30, 2009 EX-10.1

FOURTH MODIFICATION AGREEMENT

FOURTH MODIFICATION AGREEMENT THIS FOURTH MODIFICATION AGREEMENT (?AGREEMENT?) is made as of December 23, 2009, by and among AVATECH SOLUTIONS, INC.

November 16, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc.

October 16, 2009 EX-99.1

Avatech Solutions Appoints New President

EX-99.1 Exhibit 99.1 Avatech Solutions Appoints New President Baltimore, Md. – [October 15, 2009] – Avatech Solutions, Inc. (OTCBB: AVSO), the nationwide technology experts for design, engineering, and facilities management, today announced that Lawrence Rychlak has been promoted to President of Avatech Solutions effective immediately. Mr. Rychlak will retain the position of Chief Financial Office

October 16, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 htm34679.htm LIVE FILING 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 15, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdicti

September 28, 2009 EX-21.1

Subsidiaries Avatech Solutions Subsidiary, Inc. Technical Learningware, Inc. (dissolved on November 6, 2008) Sterling Systems & Consulting, Inc. (dissolved on June 12, 2008) Sterling Systems?Ohio, LLC (dissolved on June 12, 2008) Sterling Systems?Ind

Exhibit 21.1 Subsidiaries Avatech Solutions Subsidiary, Inc. Technical Learningware, Inc. (dissolved on November 6, 2008) Sterling Systems & Consulting, Inc. (dissolved on June 12, 2008) Sterling Systems?Ohio, LLC (dissolved on June 12, 2008) Sterling Systems?Indiana, LLC (dissolved on June 12, 2008)

September 28, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2009 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-31265 AVATECH S

September 28, 2009 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

August 13, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 htm33940.htm LIVE FILING 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): August 11, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdictio

June 25, 2009 8-K

Other Events

8-K 1 htm33293.htm LIVE FILING 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): June 24, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction

June 10, 2009 EX-2.1

TECHNOLOGY TRANSFER AGREEMENT

Exhibit 2.1 TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the ?Agreement?) is entered into as of June 9, 2009 (the ?Effective Date?) by and between Avatech Solutions, Inc., a Maryland corporation located at 10715 Red Run Blvd, Owings Mills, MD, 21117 (?Seller?) and Autodesk, Inc., a Delaware corporation with its principal office at 111 McInnis Parkway, San Rafael, California 94

June 10, 2009 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 htm33138.htm LIVE FILING 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): June 10, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction

May 15, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc. (Exa

February 17, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc. (

February 13, 2009 EX-99.1

Avatech Solutions Appoints Aris Melissaratos to Serve on Board of Directors

Exhibit 99.1 Avatech Solutions Appoints Aris Melissaratos to Serve on Board of Directors BALTIMORE, MARYLAND – February 13, 2009 – Avatech Solutions, Inc. (OTCBB: AVSO), America’s leading professional services company for design and engineering technologies, today announced the appointment of Aris Melissaratos to serve as an independent member of the Company’s Board of Directors, effective Februar

February 13, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): February 11, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (Commission (I.R.S. Employe

February 12, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT

SC 13G/A 1 feb1213ga-avatech.htm TAIL WIND FUND\2009\FEB 12 13GA-AVATECH UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 3)* Avatech Solutions, Inc. (Name of Issuer) Common Stock, $0.01 par valu

January 30, 2009 EX-10.1

THIRD MODIFICATION AGREEMENT

Exhibit 10.1 THIRD MODIFICATION AGREEMENT THIS THIRD MODIFICATION AGREEMENT (“AGREEMENT”) is made as of December 31, 2008, by and among AVATECH SOLUTIONS, INC., a Delaware corporation, and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (collectively, the “BORROWERS”), and PNC BANK, NATIONAL ASSOCIATION, successor by merger to Mercantile-Safe Deposit and Trust Com

January 30, 2009 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 28, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (Commission (I.R.S. Employer

January 12, 2009 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 htm30781.htm LIVE FILING 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 8, 2009 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdictio

January 12, 2009 EX-10.1

AVATECH SOLUTIONS, INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.1 AVATECH SOLUTIONS, INC. RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), made this 8th day of January, 2009 by and between Avatech Solutions, Inc., a Delaware corporation (the together with all of its affiliates, the “Corporation”), and George Davis (the “Employee”), is made pursuant and subject to the provisions of the Corporation’s Amended and Restated

November 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc.

October 6, 2008 DEF 14A

(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

September 29, 2008 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2008 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number: 001-31265 AVATECH S

September 29, 2008 EX-21.1

Subsidiaries Avatech Solutions, Inc. Technical Learningware, Inc. Sterling Systems & Consulting, Inc. (dissolved on June 12, 2008) Sterling Systems?Ohio, LLC (dissolved on June 12, 2008) Sterling Systems?Indiana, LLC (dissolved on June 12, 2008)

Exhibit 21.1 Exhibit 21.1 Subsidiaries Avatech Solutions, Inc. Technical Learningware, Inc. Sterling Systems & Consulting, Inc. (dissolved on June 12, 2008) Sterling Systems—Ohio, LLC (dissolved on June 12, 2008) Sterling Systems—Indiana, LLC (dissolved on June 12, 2008)

September 29, 2008 EX-10.10

EMPLOYMENT AGREEMENT

Exhibit 10.10 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made and entered into as of the 26th day of May, 2006 by and between Lawrence Rychlak (the ?Executive?) and Avatech Solutions, Inc., a Delaware corporation (?Avatech?). EXPLANATORY STATEMENT Avatech desires to employ Executive, and Executive desires to enter into employment with Avatech, as Avatech?s Executive Vice Presi

August 26, 2008 EX-99.2

Investor Roadshow Slides – August 26, 2008

Exhibit 99.2 Investor Roadshow Slides – August 26, 2008 Avatech Solutions, Inc. OTC BB:AVSO Forward-Looking Statement This presentation contains forward-looking statements about the expectations, beliefs, plans, intentions, and strategies of Avatech Solutions, Inc. There are a number of important factors that could cause actual results to differ materially from those anticipated by any forward-loo

August 26, 2008 EX-10.1

RENEWAL OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 RENEWAL OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT Avatech Solutions, Inc. (the “Company”) and George Davis (the “Executive”) have signed this document this 21st day of August, 2008 (the “Effective Date”) for the purpose of renewing the Company’s employment agreement with the Executive. WHEREAS, on September 12, 2007, the Company and the Executive entered into an Amended and Restate

August 26, 2008 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 htm28695.htm LIVE FILING 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): August 21, 2008 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdictio

August 26, 2008 EX-99.1

Avatech Solutions Reports Preliminary Net Income for Fiscal 2008 — Company achieves record earnings per fully diluted share of $0.15 during fiscal 2008

Exhibit 99.1 Avatech Solutions Reports Preliminary Net Income for Fiscal 2008 — Company achieves record earnings per fully diluted share of $0.15 during fiscal 2008 BALTIMORE – September 26, 2008 – Avatech Solutions, Inc. (OTCBB: AVSO), the nationwide technology experts for design, engineering, and facilities management, today announced preliminary unaudited financial results for its fiscal fourth

May 15, 2008 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 htm27227.htm LIVE FILING 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): May 14, 2008 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (

May 15, 2008 EX-99.1

Avatech Solutions Reports Third Consecutive Quarter of Profitability and Net Income of $1.0 Million — Earnings Per Fully Diluted Share Increased to $0.12 for the Nine Months Ended March 31, 2008 Third quarter service revenue increases 11% year-over-y

Exhibit 99.1 Avatech Solutions Reports Third Consecutive Quarter of Profitability and Net Income of $1.0 Million — Earnings Per Fully Diluted Share Increased to $0.12 for the Nine Months Ended March 31, 2008 Third quarter service revenue increases 11% year-over-year to $3.1 million BALTIMORE – May 14, 2008 – Avatech Solutions, Inc. (OTCBB: AVSO), the nationwide technology experts for design, engin

May 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc. (Exa

February 15, 2008 EX-99.1

Avatech Solutions Announces Profitable Second Fiscal Quarter with Net Income Rising 69%

Exhibit 99.1 Avatech Solutions Announces Profitable Second Fiscal Quarter with Net Income Rising 69% • Net income increases to $855,000 • Overhead costs decline by $644,000 • Services revenue increases by 14% BALTIMORE, MD – February 14, 2008 – Avatech Solutions, Inc. (OTCBB:AVSO.OB), the nationwide technology experts for design, engineering, and facilities management, today announced financial re

February 15, 2008 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 htm25561.htm LIVE FILING 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): February 14, 2008 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdict

February 14, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2007 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc. (

January 23, 2008 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT

SC 13G/A 1 jan2313ga-avatech.htm TAIL WIND FUND\2008 FILINGS\JAN 23 13GA-AVATECH UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) (AMENDMENT NO. 2)* Avatech Solutions, Inc. (Name of Issuer) Common Stock, $0.001

December 12, 2007 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d8k.htm FORM 8-K 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: December 12, 2007 AVATECH SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State of Incorporation) (Commission File No.) (IRS Employer Identification Numbe

December 12, 2007 EX-99.1

Avatech Solutions, Inc.

EX-99.1 2 dex991.htm EXHIBIT 99.1 Exhibit 99.1 Exhibit 99.1 Avatech Solutions, Inc. Avatech Solutions, Inc. OTC BB:AVSO George Davis President and CEO December 12 th 2007 Forward-Looking Statement This presentation contains forward-looking statements about the expectations, beliefs, plans, intentions, and strategies of Avatech Solutions, Inc. There are a number of important factors that could caus

December 4, 2007 S-8

As filed with the Securities and Exchange Commission ion on December 4, 2007

S-8 1 v096355s8.htm As filed with the Securities and Exchange Commission ion on December 4, 2007 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVATECH SOLUTIONS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 81-1035353 (State or Other Jurisdiction of Incorporation or Organizati

December 4, 2007 EX-4

AVATECH SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN AS AMENDED THROUGH AUGUST 16, 2007

Exhibit 4 AVATECH SOLUTIONS, INC. EMPLOYEE STOCK PURCHASE PLAN AS AMENDED THROUGH AUGUST 16, 2007 1. PURPOSE. (a) The purpose of the Employee Stock Purchase Plan (the “Plan”) is to provide a means by which employees of Avatech Solutions, Inc., a Delaware corporation (the “Company”), and its Affiliates, as defined in subparagraph 1(b), which are designated as provided in subparagraph 2(b), may be g

November 15, 2007 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2007 Avatech Solutions, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31265 84-1035353 (State or other jurisdiction (Commission (I.R.S. Employe

November 15, 2007 EX-99.1

Avatech Solutions Announces Profitable First Fiscal Quarter

Exhibit 99.1 Avatech Solutions Announces Profitable First Fiscal Quarter • Net income rises to $489,000 • SG&A declines by $603,000 • Services revenue increases by 8% BALTIMORE, MD – November 14, 2007 – Avatech Solutions, Inc. (OTCBB:AVSO.OB), the nationwide technology experts for design, engineering, and facilities management, today announced financial results for its first fiscal quarter ended S

November 14, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-31265 Avatech Solutions, Inc.

November 14, 2007 EX-10.16

SECOND MODIFICATION AGREEMENT

Second Modification Agreement Exhibit 10.16 SECOND MODIFICATION AGREEMENT THIS SECOND MODIFICATION AGREEMENT (“AGREEMENT”) is made as of December 31, 2006, by and among AVATECH SOLUTIONS, INC., a Delaware corporation, and AVATECH SOLUTIONS SUBSIDIARY, INC., a Delaware corporation, jointly and severally (collectively, the “BORROWERS”), TECHNICAL LEARNINGWARE COMPANY, INC., a Delaware corporation (“

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista