Odyne Corp - Current report filing (8-K)
March 31 2008 - 6:05AM
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)
March
27,
2008
|
Odyne
Corporation
|
|
(Exact
Name of Registrant as Specified in Charter)
|
|
Delaware
|
333-130768
|
13-4050047
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
89
Cabot Court, Suite L, Hauppauge, New
York
|
|
11788
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(631)
750-1010
|
|
|
(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:
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))
CURRENT
REPORT ON FORM 8-K
ODYNE
CORPORATION
March
27,
2008
Item
1.01 Entry into a Material Definitive Agreement
On
March
27, 2008, Odyne Corporation entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with The Quercus Trust and Spinel Finance LLC (the
“Purchasers”) for the private placement (the “Private Placement”) of a total of
11,666,666 shares (the “Shares”) of Odyne’s common stock, par value $.001 per
share (the “Common Stock”), at a price of $.60 per share, and five-year warrants
to purchase up to a total of 11,666,666 shares of Common Stock, at an exercise
price of $.72 per share, resulting in aggregate gross cash proceeds to Odyne
of
$7,000,000 and approximate net cash proceeds to Odyne of $6,370,000. The
transaction closed simultaneously with the execution of the Purchase Agreement
on March 27, 2008.
vFinance
Investments, Inc., the exclusive placement agent in the Private Placement,
received a cash fee equal to 9% of the aggregate gross proceeds of the Private
Placement and a warrant to purchase such number of shares of Common Stock equal
to 9% of the aggregate Shares sold in the Private Placement, and will receive
a
warrant exercise fee in the amount of 2% of the exercise price of the warrants
paid by the Purchasers.
Pursuant
to the terms of a Registration Rights Agreement with the Purchasers, the Company
has agreed to file a registration statement (the “Registration Statement”) with
the U.S. Securities and Exchange Commission no later than 150 calendar days
following March 27, 2008 (the closing date of the Private Placement), covering
the resale of the Shares and Warrant Shares, and to use all reasonable best
efforts to cause the Registration Statement to be declared effective within
240
calendar days after the closing date, and to remain continuously effective
for
three years after the closing date. The Purchase Agreement also contains
representations and warranties by the Company and each Purchaser typical of
transactions of this type, as well as the right of the Purchasers to participate
in up to 100% of any subsequent financing by the Company for one year after
the
closing date.
The
form
of each of the Warrant, Purchase Agreement and Registration Rights Agreement
is
filed herewith as Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2, respectively,
and
is incorporated in its entirety herein by this reference. The Company’s press
release announcing the completion of the Private Placement is attached as
Exhibit 99.1 to this current report on Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
The
information disclosed in Item 1.01 of this current report on Form 8-K is
incorporated by reference into this Item 3.02. The sales and issuances of the
securities under the Purchase Agreement to the Purchasers were determined to
be
exempt from registration under the Securities Act in reliance on Section 4(2)
of
the Securities Act and Rule 506 of Regulation D promulgated thereunder, as
transactions by an issuer not involving a public offering. Each of the
Purchasers represented that they were “accredited investors,” as that term is
defined in Regulation D, and that they were acquiring such securities for
investment purposes only and not with a view to or for sale in connection with
any distribution thereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
Number
|
Exhibit
Description
|
|
|
|
|
4.1
|
Form
of Warrant to Purchase Common Stock, dated March 27, 2008, of Odyne
Corporation issued to The Quercus Trust and Spinel Finace
LLC.
|
|
|
|
|
10.1
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Securities
Purchase Agreement, dated as of March 27, 2008, between Odyne Corporation
and The Quercus Trust and Spinel Finance LLC.
|
|
|
|
|
10.2
|
Registration
Rights Agreement, dated March 27, 2008, between Odyne Corporation
and The
Quercus Trust and Spinel Finance LLC.
|
|
|
|
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99.1
|
Press
release issued by Odyne Corporation on March 28, 2008.
|
|
|
|
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.
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ODYNE
CORPORATION
|
|
|
|
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Date: March
28, 2008
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By:
|
Alan
Tannenbaum
|
|
|
Alan
Tannenbaum
Chief
Executive Officer
|
|
|
|
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