- Current report filing (8-K)
20 April 2009 - 2:59PM
Edgar (US Regulatory)
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):
April 14, 2009
KAL
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-97201
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98-0360062
|
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(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification No.)
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World
Trade Center 14th Floor
Jl.
Jenderal Sudirman Kav. 29-31
Jakarta,
Indonesia
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12920
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (62) 21 5211110
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act 17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On April
14, 2009, KAL Energy, Inc. (“KAL”) and its subsidiaries PT Kubar Resources
(“PT”) and Thatcher Mining Pte. Ltd. (“Thatcher”) (Thatcher together with KAL
and PT are collectively the “Company”) entered into agreements with
Hadiputranto, Hadinoto & Partners (“HH&P), the Indonesian law firm that
formerly acted for the Company. PT, KAL and HH&P entered into a
term loan facility (the “Loan Facility”) pursuant to which HH&P agreed to
advance the sum of $400,000 USD (the “Loan Amount”) to PT. The
Company received the entire $400,000 USD on April 14, 2009 in accordance with
the drawdown procedure. The obligations of PT under the Loan Facility
are unconditionally and irrevocably guaranteed by KAL.
The Loan
Amount accrues interest at 5% per annum from the date the drawdown was made,
April 14, 2009, until repayment. The interest to be paid on the Loan
Amount is capped at the amounts owed for legal services, which are approximately
$134,000 USD. The Loan Amount and accrued interest must be repaid in
one lump sum no later than five days following one of the following events: (i)
the date on which KAL, as guarantor, successfully raises an aggregate
of $4,000,000 USD in funding, or (ii) the date on which KAL, Thatcher
or PT
sells,
transfers or assigns all or part of its interest in any Indonesian mining
projects in which KAL, Thatcher or PT has, directly or indirectly, any
interest.
Among
other items, the Loan Facility also obligates each of PT and KAL to: (i) notify
HH&P of any material litigation brought, or threatened to be brought,
against it, and (ii) ensure that all of PT’s obligations under the Loan Facility
at all times rank at least
pari passu
with PT’s other
liabilities.
HH&P
may declare the entire Loan Amount immediately due and payable if any
of the following events of default occurs: (i) PT fails to pay any
lump sum payable under the Loan Facility when due, (ii) PT fails to perform any
of its obligations under the Loan Facility, (iii) any representation or warranty
made by PT or KAL proves to be untrue, (iv) certain steps are taken in
connection with the winding-up, insolvency or bankruptcy of PT or KAL, or (v) a
creditor takes possession of any part of the business or assets of PT or
KAL. If PT fails to pay any sum payable under the Loan Facility
when due, interest will accrue thereon at the rate of 10% per
annum.
The
description of the Loan Facility above is qualified in its entirety by reference
to the full text of such agreement, a copy of which is filed as Exhibit 99.1 to
this report and is incorporated by reference into this Item 1.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information disclosed in Item 1.01 above with regard to the Loan Facility is
incorporated herein by reference.
Item
8.01 Other Events.
Also on
April 14, 2009, the Company entered into a settlement agreement with
HH&P. The settlement agreement relates to the outstanding legal
fees owed by the Company to HH&P, which are approximately $134,000
USD. The settlement agreement also releases all claims potentially
held by the Company against HH&P and its affiliates for any actions in
connection with HH&P’s professional representation of
Thatcher. To the extent interest accrues on the Loan Amount, such
legal fees owed by the Company to HH&P will be reduced by the amount of
interest accrued until sufficient interest has been generated that there are no
more outstanding legal fees to discount, at which point the interest on the Loan
Amount will be as agreed between HH&P and the Company.
The legal
fees owed will not accrue interest and must be repaid in one lump sum no later
than five days following one of the following events: (i) the date on which KAL,
as guarantor, successfully raises an aggregate of $4,000,000 USD in funding, or
(ii) the date on which KAL, Thatcher or PT sells, transfers or assigns all or
part of its interest in any Indonesian mining projects in which KAL, Thatcher or
PT has, directly or indirectly, any interest. The obligation of
Thatcher to pay the legal fees, as adjusted by the interest accrued on the Loan
Amount, is unconditionally and irrevocably guaranteed by KAL.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit
Number
|
|
Description
|
|
99.1
|
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$400,000
USD term loan facility dated April 14,
2009.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KAL
ENERGY, INC.
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April
20, 2009
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By:
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/s/ William
Bloking
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William
Bloking
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Executive
Chairman and President
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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$400,000
USD term loan facility dated April 14, 2009.
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