Valence Technology Inc - Current report filing (8-K)
23 February 2008 - 9:27AM
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):
February 21, 2008
VALENCE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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0-20028
(Commission
File Number)
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77-0214673
(IRS Employer Identification Number)
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12201 Technology Boulevard, Suite 150
Austin, Texas
78727
(Address
of principal executive offices)
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(512) 527-2900
(Registrants
telephone number, including area code)
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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:
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 February 22,
2008, Valence Technology, Inc. (the Company) entered into an At Market
Issuance Sales Agreement (the Agreement) with Wm Smith & Co., as
sales agent (the Sales Agent). Concurrently with the entry of the Agreement,
the Company provided notice of termination of the Controlled Equity Offering
Sales Agreement dated April 13, 2006 that it previously entered into with
Cantor Fitzgerald & Co.
In accordance with terms
of the Agreement, the Company may issue and sell up to 5,000,000 shares of its
common stock in a series of transactions over time as the Company may direct
through the Sales Agent. Sales of shares of the Companys common stock, if any,
may be made in privately negotiated transactions and/or any other method
permitted by law, including sales deemed to be an at the market offering as
defined in Rule 415 under the Securities Act of 1933, which includes sales
made directly on the NASDAQ Capital Market, the existing trading market for the
Companys common stock, or sales made to or through a market maker other than
on an exchange. The Sales Agent will make all sales on a best efforts basis
using commercially reasonable efforts consistent with its normal trading and
sales practices, on mutually agreed terms between the Sales Agent and the Company.
Unless the Company and
the Sales Agent agree to a lesser amount with respect to certain persons or
classes of persons, the compensation to the Sales Agent for sales of common
stock sold pursuant to the Agreement will be 6.0% of the gross proceeds of the
sales price per share.
The summary of the terms
of the Agreement is qualified in its entirety by the text of the Agreement, a
copy of which is attached to this Form 8-K as Exhibit 10.1.
Item 3.02 Unregistered
Sale of Equity Securities.
On
February 21, 2008, the Company entered into an agreement to sell $1.0
million of its common stock to Berg & Berg Enterprises, LLC (Berg &
Berg), an affiliate of the Companys chairman Carl E. Berg. The proceeds will
be used to fund corporate operating needs and working capital. Under the terms
of the agreement, the Company will issue $1.0 million of its shares of common
stock at a price to be determined based on the closing bid price on February 27,
2008, in a private placement transaction exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Under Rule 144 of the Securities Act, the shares will be restricted from
being traded by Berg & Berg for a period of up to one year from the
date of issuance, unless registered, and thereafter may be traded only in
compliance with the volume and manner of sale restrictions imposed by this rule and
other applicable restrictions. A copy of the letter agreement evidencing this
stock sale is attached to this Form 8-K as Exhibit 10.2.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1
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At
Market Issuance Sales Agreement, dated February 22, 2008, by and between
Valence Technology, Inc. and Wm Smith & Co.
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Exhibit 10.2
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Letter
Agreement, dated February 21, 2008, by and between Valence
Technology, Inc. and Berg & Berg Enterprises, LLC with respect
to the purchase of $1.0 million of common stock.
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SIGNATURE
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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VALENCE TECHNOLOGY, INC.
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Dated: February 22, 2008
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By:
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/s/ Roger Williams
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Roger Williams
General Counsel and
Assistant Secretary
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EXHIBIT
INDEX
Exhibit 10.1
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At
Market Issuance Sales Agreement, dated February 22, 2008, by and between
Valence Technology, Inc. and Wm Smith & Co.
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Exhibit 10.2
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Letter
Agreement, dated February 21, 2008, by and between Valence
Technology, Inc. and Berg & Berg Enterprises, LLC with respect
to the purchase of $1.0 million of common stock.
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