American Defense Systems Inc - Current report filing (8-K)
May 30 2008 - 8:30AM
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): May 30, 2008 (May 29, 2008)
American
Defense Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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000-53092
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83-0357690
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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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230 DUFFY AVENUE
HICKSVILLE, NY 11801
(Address of principal executive offices) (Zip Code)
Registrants Telephone Number, Including Area Code:
(516) 390-5300
(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):
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
American Defense Systems, Inc. (the Company) previously entered
into a Securities Purchase Agreement (the Purchase Agreement), dated March 7,
2008, with the buyers named therein, pursuant to which such buyers acquired
shares of the Companys Series A Convertible Preferred Stock and related
warrants. The Purchase Agreement
ha
s been filed as an Exhibit to Amendment No. 1 to the Companys registration
statement on Form 10, filed with the SEC on March 21, 2008.
By letter agreements dated May 29, 2008, the Company and the
buyers have agreed that the obligations in the Purchase Agreement for the
parties to consummate the Additional Closing (as defined in the Purchase Agreement)
to purchase an additional 100,000 shares of the Companys common stock shall be
terminated. The letter agreements are
attached hereto as Exhibits 10.1 and 10.2.
Item 9.01
Financial
Statements and Exhibits.
(c)
Exhibits
10.1
Letter
Agreement, dated May 29, 2008, between the Company and West Coast
Opportunity Fund, LLC
10.2
Letter
Agreement, dated May 29, 2008, between the Company and Centaur Value Fund,
LP and United Centaur Master Fund
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
May 29, 2008
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AMERICAN
DEFENSE SYSTEMS, INC.
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By:
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/s/ Gary Sidorsky
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Chief Financial Officer
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1
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