- Current report filing (8-K)
09 April 2010 - 11:08PM
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 7,
2010
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PANELTECH
INTERNATIONAL HOLDINGS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-53896
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20-4748555
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2999
John Stevens Way, Hoquiam, WA
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98550
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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:
(360)
538-1480
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(Former
Name or Former Address, If Changed Since Last
Report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01
ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On April
7, 2010, Paneltech International Holdings, Inc. (the “Registrant”) entered into
a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with an investor (the “Investor”) and raised $150,000 in an offering
of the Registrant’s Series A Convertible Preferred Stock, par value $0.0001 (the
“Preferred Stock”) and warrants to purchase Common Stock (the “Warrants”) (the
“April Offering”). The terms of the April Offering, which is now closed, were
substantially the same as the terms of the Registrant’s offering that closed on
January 22, 2010 in which the Registrant has raised $1,650,000 and issued an
aggregate of 2,999,205 shares of Preferred Stock and granted an aggregate of
4,998,675 Warrants (the “2009 Offering”).
The
Securities Purchase Agreement entered into with the Investor was substantially
the same in form as the Securities Purchase Agreements entered into in
connection with the 2009 Offering, and the Warrant issued to the Investor was
the same as the Warrant issued in connection with the 2009
Offering. Under the terms of the Securities Purchase Agreement, the
Registrant issued 272,655 shares of Preferred Stock and granted 454,425 Warrants
for a purchase price of $150,000. Under the conversion ratio, each share of
Preferred Stock is convertible into five shares of Common Stock. Each
Warrant has an initial exercise price of $0.12 per share of Common
Stock. The Warrants may be redeemed under certain
circumstances. The foregoing description of the Securities Purchase
Agreement and Warrants do not purport to be complete and are qualified in their
entirety by reference to the full text of the form of Securities Purchase
Agreement included as Exhibit 10.6 to the Amendment No. 2 to Form 8-K filed by
the Registrant on February 11, 2010, and the form of Warrant included as Exhibit
4.2 to the Form 8-K filed by the Registrant on December 30, 2009 (the “December
30th Form 8-K”).
The
securities offered in the April Offering will not be or have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This Current Report on Form
8-K (the “Current Report”) is neither an offer to sell nor a solicitation to buy
any of the Registrant’s securities. This Current Report is being
filed pursuant to and in accordance with Rule 135(c) under the Securities
Act.
In order
to evidence the rights of the Investor as a holder of the Preferred Stock issued
in the April Offering, the Investor became party to the Investor Rights
Agreement to which the holders of Preferred Stock issued in the 2009 Offering
are party. The rights of the Preferred Stock holders are also
evidenced by the Certificate Of Designations, Preferences And Other Rights And
Qualifications Of Series A Convertible Preferred Stock (the “Certificate of
Designations”). The Investors Rights Agreement and the Certificate of
Designations were previously described in the December 30th
Form
8-K.
ITEM
3.02
UNREGISTERED SALE OF
EQUITY SECURITIES
On April
7, 2010, the Registrant entered into the Securities Purchase Agreement, as
described in Item 1.01 above, the disclosures under which are incorporated
herein by this reference. All of the securities offered and sold in
this transaction were offered and sold in reliance on the private placement
exemption from registration under Section 4(2) of the Securities Act, including
Rule 506 promulgated under Section 4(2). The Registrant relied on
this exemption based on the fact that (i) there were a limited number of
recipients of such securities, (ii) all such investors were accredited investors
or otherwise, either alone or through a purchaser representative, had knowledge
and experience in financial and business matters such that each was capable of
evaluating the risks of the investment, and (iii) the Registrant had obtained
representations from the investors indicating that they were purchasing for
investment only. The securities offered and sold in the April
Offering are not registered under the Securities Act, and therefore may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The disclosure about the April
Offering contained herein does not constitute an offer to sell or a solicitation
of an offer to buy any securities of the Registrant, and is made only as
required under applicable rules for filing current reports with the SEC, and as
permitted under Rule 135(c) of the Securities Act.
ITEM
9.01
FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits
Exhibit
No
.
Description
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3.1*
4.1*
10.1**
10.2*
*
**
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Certificate
of Designations of Registrant dated December 21, 2009
Form
of Warrant
Form
of Securities Purchase Agreement
Investors
Rights Agreement among the Registrant and Investors signatory
thereto.
Previously
filed in the Current Report on Form 8-K filed on December 30,
2009
Previously
filed in the Current Report on Amendment No. 2 to Form 8-K filed on
February 11, 2010.
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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 thereunto
duly authorized.
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Date:
April 9, 2010
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PANELTECH
INTERNATIONAL HOLDINGS, INC.
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By:
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Scott
Olmstead
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Chief
Financial Officer and Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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3.1*
4.1*
10.1**
10.2*
*
**
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Certificate
of Designations of Registrant dated December 21, 2009
Form
of Warrant
Form
of Securities Purchase Agreement
Investors
Rights Agreement among the Registrant and Investors signatory
thereto.
Previously
filed in the Current Report on Form 8-K filed on December 30,
2009
Previously
filed in the Current Report on Amendment No. 2 to Form 8-K filed on
February 11, 2010.
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