- Current report filing (8-K)
23 April 2009 - 12:41AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 9, 2009
POWERSAFE TECHNOLOGY
CORP.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
|
333-143645
(Commission
File Number)
|
98-0522188
(IRS
Employer Identification No.)
|
1400 Coney Island Avenue,
Brooklyn, NY 11230
(Address
of Principal Executive Offices, Zip Code)
(718)
951-8021
(Registrant's
Telephone Number, Including Area Code)
Not
applicable
-----------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last Report)
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))
On April
9, 2009, Powersafe Technology Corp., a Delaware corporation (the “Company”)
filed an amendment with the Secretary of State of the State of Delaware amending
its Certificate of Incorporation in accordance with the approval of the
stockholders of the Company obtained at the special meeting of the shareholders
held on September 18, 2008. The amendment created a class of 5,000,000 shares of
“blank check” preferred stock.
Upon
filing said amendment, the Company created two classes of preferred shares –
50,000 Series D Convertible Preferred Stock (the “Series D Preferred”) and
20,000 Series D-1 Convertible Preferred Stock (the “Series D-1 Preferred”). The
holders of the Series D Preferred and Series D-1 Preferred are each entitled to
(i) a dividend equal to 8% per annum, payable each quarter, (y) in cash to the
holders of the Series D-1 Preferred and (z) in shares of additional Series D-1
Preferred to the holders of the Series D Preferred thru December 31, 2010 and in
cash thereafter, (ii) majority board representation (as a class with all pari
passu preferred) if there is a continuing default in
dividend payments for any 2 quarters or a default in any other terms
of said preferred stock, (iii) a liquidation preference of $75 and $70 per
share, with respect to the Series D Preferred and Series D-1 Preferred,
respectively, (iv) the right to convert into 100 shares of common stock of the
Company (for each share of preferred) and (v) covenants regarding no issuance of
any debt or series having a preference to these preferred or any class in parity
except securities with a liquidation preference in parity with the preferred of
up to $4,000,000. The Company may redeem the preferred shares, upon 30 days’
notice, commencing (a) March 31, 2012, or (b) December 31, 2009 if the average
closing price of the common stock is equal to at least $1.15. The preferred
shares are mandatorily redeemable on March 31, 2014. For every share of
preferred stock purchased, the holder shall receive 100 warrants, exercisable
for $0.75 per share of common stock until October 31, 2010.
The
Series D-1 Preferred and warrants are being offered to service providers of the
Company and to directors for directors’ fees. As of April 14, 2009, holders of
$142,000 of trade payables owed by either the Company or its wholly-owned
subsidiary Amplification Technologies, Inc. have agreed to exchange such
payables for the issuance of 2,370 shares of Series D-1 Preferred and 237,000
warrants. The Series D Preferred are expected to be sold in a private placement
at $65 per share of Series D Preferred.
The
Company agreed. to pay holders 1/2% per month beginning November 1, 2009 until
either the Company shall have registered with the SEC the shares of common stock
that the preferred are convertible into, or such shares can be sold under Rule
144.
Mr.
Mayer, an officer and director and principal stockholder of the Company, has
agreed to convert $150,000 of certain advances he made to the Company for 2,500
shares of Series D-1 Preferred and 250,000 warrants.
The
Company has agreed. to pay holders of the Preferred 1/2% per month beginning
November 1, 2009 until either the Company shall have registered with the SEC the
shares of common stock that the preferred are convertible into, or such shares
can be sold under Rule 144.
|
Section
9
|
Financial
Statements and Exhibits
|
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
(a)
|
Financial
Statements of business acquired.
|
Not
applicable
|
|
(b)
|
Pro
forma financial information.
|
Not
applicable
|
|
(c)
|
Exhibits
|
|
|
Exhibit
4.2
|
|
Amendment
to the Certificate of Incorporation of Powersafe Technology
Corp.
|
|
Exhibit
4.3
|
|
Certificate
of De
signations,
Preferences and Rights of Series D Convertible Preferred
Stock
|
|
Exhibit
4.4
|
|
Certificate
of De
signations,
Preferences and Rights of Series D-1 Convertible Preferred
Stock
|
|
Exhibit
10.9
|
|
Form
of Subscription Agreement for Series D-1 Convertible Preferred
Stock
|
|
Exhibit
10.10
|
|
Form
of Warrant Agreement
|
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.
|
|
|
POWERSAFE
TECHNOLOGY CORP.
|
|
|
|
|
|
|
|
By.
|
|
|
|
|
Name:
|
Jack
N. Mayer
|
|
|
|
Title:
|
President
|
Date: April
20, 2009
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