- Current report filing (8-K)
March 02 2009 - 12:12PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2009
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
1-14244 84-1214736
(Commission File Number) (I.R.S. Employer Identification No.)
1111 EAST TAHQUITZ CANYON WAY, SUITE 110, PALM SPRINGS, CALIFORNIA 92262
(Address of principal executive offices) (Zip Code)
(760) 327-5284
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
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.
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
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SECTION 3. SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On February 27, 2009, Lion Share Capital, LLC (LSC), a Kansas limited
liability company ("Purchaser"), agreed, pursuant to the terms of the Company's
Private Placement Memorandum, dated January 30, 2009, to purchase from the
Company 3,000,000 units (the "Units") of securities at a price of $10.00 per
Unit. Each Unit consists of one share of Series A Preferred Stock in the Company
(the "Shares") and one membership interest (a "Membership Interest" and,
collectively, the "Membership Interests") in the ESP LIBACSM Fund, LLC, a
recently formed Delaware limited liability company (the "LLC").
The Purchaser has agreed to pay a purchase price of Thirty Million
Dollars ($30,000,000) (the "Purchase Price") for the Units by certified or
cashier's check or wire transfer of immediately available funds into one or more
bank accounts designated in writing by the Company on or before March 27, 2009.
Item 3.03. Material Modification to Rights of Security Holders.
On February 20, 2009, Environmental Service Professionals, Inc. ("ESP")
authorized a Certificate of Designation to create 3,000 shares of Series B
Preferred Stock, $0.001 par value. Each share of Series B Preferred Shares has
50,000 votes and will vote with the holders of the Common Stock as one class.
The liquidation preference of Series B Preferred Stock is hundredth of a cent
($0.001) per share of Series B Preferred Stock. The Series B Preferred Stock
will not participate with respect to any dividends which may be declared by the
Board of Directors. The terms of the Series B Preferred Stock are more fully
described in the Certificate of Designation filed with the Secretary of State of
the State of Nevada on February 24, 2008, establishing the preferences,
limitations and relative rights of the Series B Preferred Stock.
A copy of the Certificate of Designation for the Series B Preferred
Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control.
On February 27, 2009, the Company's Board of Directors issued 3,000
shares of Series B Preferred Stock to the appointee of the Chief Executive
Officer position. The Board of Directors believes that it is in the best
interests of the Company and its shareholders for the Company's current
management to continue its ability to direct the Company.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(d) Exhibits
3.1 Certificate of Designation to create 3,000 shares of
Series B Preferred Stock, dated February 20, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
(Registrant)
Date: March 2, 2009
/s/ Edward Torres, Chief Executive Officer
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Edward Torres, Chief Executive Officer
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