8-K: Current report 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): December 28, 2005


Digicorp
(Exact name of registrant as specified in its charter)


Utah 000-33067 87-0398271
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)


100 Wilshire Blvd., Ste. 1750, Santa Monica, CA 90401
(Address of principal executive offices) (zip code)


(310) 752-1477
(Registrant's telephone number, including area code)

Copies to:

Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As described in a Form 8-K of Digicorp (the "Company") dated December 30,
2004, Patient Safety Technologies, Inc. (formerly Franklin Capital Corporation)
("PST") purchased 2,229,527 shares of the Company's outstanding common stock
from the Company's former directors and certain other shareholders of the
Company (the "Original Purchase Transaction"). The former directors and certain
of the other shareholders under the agreement agreed to sell an additional
1,224,000 shares (the "Additional Shares") of common stock to PST upon the
transaction being registered with the Securities and Exchange Commission within
one year of the Original Purchase Transaction.

On December 28, 2005, PST assigned its right to purchase 1,000,000 of the
Additional Shares to Alan Morelli (the "Assignment Agreement") and amended
certain terms of the stock purchase agreement pursuant to which the Original
Purchase Transaction was completed (the "Amendment Agreement"). In the
Assignment Agreement, the Company granted the parties piggyback registration
rights with respect to the sale of the Additional Shares. In the Amendment
Agreement, the Company agreed that if it does not register the resale of the
Additional Shares on or before June 30, 2006, then the Company will redeem the
Additional Shares at a price of $0.145 per share and the Company will thereupon
sell 224,000 shares of the Company's common stock to PST and 1,000,000 shares of
the Company's common stock to Mr. Morelli at a price of $0.145 per share.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number Description
- --------------------------------------------------------------------------------
10.1 Amendment No. 1 dated December 28, 2005 to the Stock Purchase
Agreement dated as of December 29, 2004 among Franklin Capital
Corporation and the shareholders of Digicorp set forth on the
signature pages thereto

10.2 Assignment Agreement made as of December 28, 2005 by and among
Patient Safety Technologies, Inc., Alan Morelli and Digicorp


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SIGNATURES

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

Digicorp


Dated: January 3, 2006 By: /s/ William B. Horne
------------------------------
Name: William B. Horne
Title: Chief Financial Officer


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