Attached files
| file | filename |
|---|---|
| EX-4.1 - UNITED ENERGY CORP /NV/ | v164494_ex4-1.htm |
| EX-4.2 - UNITED ENERGY CORP /NV/ | v164494_ex4-2.htm |
| EX-10.2 - UNITED ENERGY CORP /NV/ | v164494_ex10-2.htm |
| EX-10.1 - UNITED ENERGY CORP /NV/ | v164494_ex10-1.htm |
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):
October
31, 2009
UNITED
ENERGY CORP.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
000-30841
(Commission
File
Number)
|
22-3342379
(IRS
Employer
Identification
No.)
|
|
600
Meadowlands Parkway #20, Secaucus, New Jersey 07094
(Address
of Principal Executive Offices, including Zip
Code)
|
Registrant's
telephone number, including area code: (800) 327-3456
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):
|
r
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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r
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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r
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
Item
3.02 Unregistered
Sales of Equity Securities.
As of
October 31, 2009, United Energy Corp. (the “Company”) entered into an agreement
with Ronald Wilen (“Wilen”), Martin Rappaport (“Rappaport”) and Hilltop Holding
Company, L.P. (“Hilltop”), a Delaware limited partnership of which Jack Silver
is a general partner (the “Agreement”). Ronald Wilen, Martin
Rappaport and Jack Silver currently serve on the Company’s board of
directors. Pursuant to this Agreement, the Company issued and sold to
each of Wilen, Hilltop and Rappaport Secured Convertible Promissory Notes in the
aggregate principal amount of $150,000 and Warrants to purchase in the aggregate
of 1,200,000 shares of the Company’s Common Stock in consideration for loans
made by Wilen, Rappaport and Hilltop in the amount of $50,000 each and for
Wilen, Rappaport and Hilltop agreeing to extend the maturity date of Promissory
Notes (the “Existing Notes”) that were previously issued to them.
The Secured Convertible Promissory
Notes earn interest at 12% per annum and have a maturity date of January 29,
2010. The Secured Convertible Promissory Notes are convertible into
shares of Common Stock of the Company at the conversion price of $0.09 per
share. The Secured Convertible Promissory Notes are secured by a
security interest in substantially all the assets of the Company, including its
patents. The Warrants are exercisable at $0.09 per share and may be
exercised at any time prior to October 31, 2014.
None of the Secured Convertible
Promissory Notes, the shares of Common Stock into which they are convertible,
the Warrants and the shares of Common Stock underlying the Warrants have been
registered under the Securities Act of 1933, as amended (the “Act”), in reliance
upon exemptions from registration provided by Section 4(2) of the
Act.
In addition, pursuant to the Agreement,
the Existing Notes were amended to extend the maturity date thereof to January
29, 2010 and to reduce the conversion price thereof from $0.12 per share to
$0.09 per share. The issuance of the Secured Convertible Promissory
Notes and the Warrants and the reduction of the conversion price of the Existing
Notes triggered the anti-dilution provisions of the Company’s outstanding Series
A Warrants, Series B Warrants, Series C Warrants and Series A Convertible
Preferred Stock. As a result, on October 31, 2009, the Company,
Sherleigh Associates Inc. Profit Sharing Plan (“Sherleigh”), a trust of which
Jack Silver is the trustee, Joseph Grano (“Grano”) and Connie Kristen
(“Kristen”) entered into an Anti-Dilution Waiver Agreement whereby the exercise
price of the Series A Warrants, the Series B Warrants and the Series C Warrants
were reduced from $0.12 to $0.09 per share; however, Sherleigh, Grano and
Kristen agreed to waive any increase in the number of shares underlying the
Series A Warrants, Series B Warrants and Series C Warrants as a result of such
reduction in the exercise price. In addition, Sherleigh agreed to
waive the anti-dilution provisions of the Series A Convertible Preferred
Stock.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
|
4.1
|
Form
of the Secured Convertible Promissory
Note
|
|
4.2
|
Form
of the Purchase Warrant
|
|
10.1
|
Agreement
among the Company, Ronald Wilen, Hilltop Holding Company, L.P. and Martin
Rappaport
|
|
10.2
|
Anti-Dilution
Waiver Agreement, among the Company, Sherleigh Associates Inc. Profit
Sharing Plan, Joseph Grano and Connie
Kristen
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Signatures
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the registrant has caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: October
31, 2009
|
UNITED ENERGY
CORP.
|
|||
|
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|
/s/ Ronald Wilen | |
| Name: Ronald Wilen | |||
| Title: Chief Executive Officer | |||