Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - APOGEE TECHNOLOGY INC | exh99_1.htm |
| EX-99.2 - EXHIBIT 99.2 - APOGEE TECHNOLOGY INC | exh99_2.htm |
| EX-99.4 - EXHIBIT 99.4 - APOGEE TECHNOLOGY INC | exh99_4.htm |
| EX-99.5 - EXHIBIT 99.5 - APOGEE TECHNOLOGY INC | exh99_5.htm |
| EX-99.6 - EXHIBIT 99.6 - APOGEE TECHNOLOGY INC | exh99_6.htm |
| EX-99.3 - EXHIBIT 99.3 - APOGEE TECHNOLOGY INC | exh99_3.htm |
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): Updated 11/5/09
APOGEE
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-10456
|
04-3005815
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(IRS
employer
identification
no.)
|
129
Morgan Drive
Norwood,
Massachusetts 02062
(781)
551-9450
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
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))
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ITEM 1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
|
On
November 5, 2009, Apogee Technology, Inc.’s Board of Directors approved
transactions for receipt of $265,500 in proceeds from the sale of five
promissory notes. Mr. Herbert M. Stein loaned the company $42,500
pursuant to the promissory note attached hereto, Ms. Erica J. Stein loaned the
company $60,000 pursuant to the promissory note attached hereto, Mr. David
Spiegel loaned the company $103,000 pursuant to the promissory note attached
hereto, Mr. Leo Spiegel loaned the company $10,000 pursuant to the promissory
note attached hereto, TYJO Corporation Money Purchase Pension Plan loaned the
company $50,000 pursuant to the promissory note attached hereto. The
promissory notes bear simple interest of 8% per year and are to be repaid in
cash after 180 days.
The
promissory notes are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4,
and 99.5 and are incorporated herein by reference.
|
ITEM 2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF THE
REGISTRANT.
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The
information required by this Item 2.03 is set forth in Item 1.01 above, which is
incorporated herein by reference.
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ITEM
3.02
|
UNREGISTERED
SALES OF EQUITY SECURITIES
|
Associated
with the promissory notes discussed above are warrants. The warrants are a
three (3) year warrants with a strike price of $1. The warrants
represent 4,250, 15,000, 10,300, 1,000, and 20,000 for Mr. Herbert M. Stein, for
Erica J. Stein, for Mr. David Spiegel, Mr. Leo Spiegel, and for TYJO Corporation
Money Purchase Pension Plan respectively, as added consideration for the
Note. These warrants, and the warrants previously issued to Mr. Herbert M.
Stein, Ms. Erica J. Stein, Mr. David Spiegel, Mr. Leo Spiegel, and TYJO
Corporation Money Purchase Pension Plan pursuant to earlier promissory notes,
have been documented using the form of warrant, Exhibit 99.6,
attached.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d) Exhibits
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Exhibit
Number
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Description
|
|
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Promissory
Note dated as of November 5, 2009 by and between Apogee
Technology, Inc. and Mr. Herbert M. Stein
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||
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Promissory
Note dated as of November 5, 2009 by and between Apogee
Technology, Inc. and Ms. Erica J. Stein
|
||
|
Promissory
Note dated as of November 5, 2009 by and between Apogee
Technology, Inc. and Mr. David Spiegel
|
||
|
Promissory
Note dated as of November 5, 2009 by and between Apogee
Technology, Inc. and Mr. Leo Spiegel
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||
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Promissory
Note dated as of November 5, 2009 by and between Apogee
Technology, Inc. and TYJO Corporation Money Purchase Pension
Plan
|
||
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Form
of Warrant
|
2
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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APOGEE
TECHNOLOGY, INC.
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|||
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Dated:
November 12, 2009
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By:
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/s/
Herbert M.
Stein
|
|
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Herbert
M. Stein
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|||
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President,
Chief Executive Officer and
Chairman
of the Board
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