UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8- K/A
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): January 14,
2010 (June 2, 2009)
HAGUE
CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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333-146533
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20-8195578
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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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7700
S. River Parkway
Tempe, AZ
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85284
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 214-701-8779
(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
to the registrant under any of the following provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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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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o
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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 1.01Entry into a Material
Definitive Agreement.
The
following event was filed with the Securities and Exchange Commission on June 9,
2009. Following the description contained herein is a brief description of the
recent events that impact the information previously filed under Item
1.01.
On
November 4, 2008, Hague Corp. and its wholly-owned subsidiary, Solterra
Renewable Technologies, Inc., a Delaware corporation (“Solterra”), and MKM
Opportunity Master Fund, Ltd., MKM SP1, LLC and Steven Posner Irrevocable Trust
(collectively, the “Noteholders”) entered
into an agreement pursuant to which the Noteholders provided $1,500,000 to Hague
in exchange for 3,525,000 shares of restricted Common Stock and 8% Senior
Secured Convertible Debentures (and related security interests) in the aggregate
principal amount of $1,500,000 (the “Notes”). On November 4, 2008, the parties
executed certain agreements including, without limitation, the Notes, Security
Agreements, Guarantee, Pledge Agreement and other related Transaction Documents,
as those terms are defined in the Securities Purchase Agreement, dated November
4, 2008.
On June 2, 2009, the Noteholders
executed a letter agreement to grant Hague a 120-day standstill period from June
1, 2009, pursuant to which the Noteholders agreed not to pursue any of their
rights under the Transaction Documents pursuant to a letter agreement (the
“Letter Agreement”). The Letter Agreement contemplates that Solterra, which is
currently a wholly-owned subsidiary of Hague, will seek to raise private bridge
financing of up to $400,000 and then up to $6,000,000 through the sale of
securities pursuant to a private placement and/or the receipt of grants for
Solterra. If Solterra cannot raise at least $2,000,000 by the end of the 120-day
standstill period, then the Noteholders’ existing rights and remedies go back
into full force and effect.
During
the 120-day standstill period, at such time as the Solterra financing described
above successfully raises at least $2.0 million from the sale of securities
pursuant to the private placement offering and/or the receipt of grants, then
the Noteholders shall have the right to move the Notes in their entirety down to
Solterra and to convert the principal amount of the Notes and accrued interest
thereon into common stock of Solterra at a 25% discount to the private placement
common stock price per share, and to receive a proportional number of warrants
and/or other securities sold in the private placement, if any, at a similar
discount, pursuant to which the financing is raised.
The
Letter Agreement provides for certain business restructuring actions, which
restructuring is subject to the consent of Rice University (the licensor of the
technology used by Solterra) and the following additional material
terms:
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·
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Upon
conversion of the Noteholders’ Notes into Solterra common stock or the
repayment of the Notes in full, the following shall occur: (i) all
security interests, registration rights and other such rights and
obligations of the Noteholders (as noteholders only and in no other
capacity) shall be terminated, (ii) Richard Patton and, if elected, the
other appointee of the Noteholders, shall resign from the Board of
Directors of Hague, and (iii) the Noteholders, Hague and Solterra shall
exchange general releases which shall pertain to all past actions of the
Noteholders, as noteholders, stockholders or security holders in Hague or
Solterra, as the case may be, so that all past causes of action that the
Noteholders may allegedly have as noteholders or stockholders shall be
extinguished;
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·
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The
Noteholders shall receive warrants to purchase an aggregate of 1,000,000
shares of Hague common stock exercisable at $.25 per share for a period of
18 months with cashless exercise provisions which shall apply in the event
no registration is effective at the time of exercise to cover the resale
of the shares issuable upon exercise of the
warrants;
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2
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·
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Oceanus
Capital LLC agreed to exchange 2,350,000 shares of Hague common stock
which it acquired since the completion of the Hague reverse merger for an
identical number of shares of restricted common stock. Oceanus, Richard
Chancis and Scott F. Koch agreed that any additional free trading shares
acquired by them, if any, would be exchanged for unregistered restricted
shares of Hague common stock on a one-for-one basis. Sound Capital, Inc.
agreed to a 120-day lock-up of 440,00 shares owned by it not to publicly
sell or otherwise transfer these shares other than pursuant to the terms
of the pledge agreement;
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·
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Hague
shall adopt a “Directors Manual: Public Corporation Governance and
Guidelines,” which includes a Code of Business Ethics, in the form
customarily adopted by smaller public companies and comply with all
applicable provisions of the Sarbanes-Oxley Act of
2002;
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·
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After
the completion of Solterra’s financing efforts, it will endeavor to become
an independent public entity through a self-directed offering (which may
consist of an initial public offering). Solterra’s Board will be expanded
to include additional directors. Mr. Squires will remain Chief Executive
Officer of one of these two companies with a new Chief Executive Officer
to be identified and hired on commercially reasonable terms to run the
other company. Mr. Squires shall serve as Chairman of the Board of
Directors of the company in which he is Chief Executive Officer and he
shall serve as a director of the other company. In the interim, until a
new Chief Executive Officer is found for the company in which he chooses
not to serve as Chief Executive Officer, he will serve as interim Chief
Executive Officer until his replacement is
hired;
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·
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Isaac
Horton shall resign from the board of Hague (which, as of the date of this
report, has not occurred) and the Noteholders may elect one of its
managing members as a replacement. Mr. Horton will be considered as a
possible board member of Solterra in the event that the Noteholders
convert their entire indebtedness into securities of
Solterra;
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·
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At
such time as Hague has at least $250,000 in cash or cash equivalents in
the bank, it will obtain and maintain directors and officers liability
insurance of not less than $2,000,000;
and
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·
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The
provisions of the Letter Agreement (except as otherwise specified therein)
shall automatically terminate and be of no further force and effect ab
initio, as if the Letter Agreement never took place or upon the happening
of one of the following events: (a) the entry of an order for relief
against Hague or Solterra (or equivalent thereof) in any case under title
11 of the United States Code (or in connection with any case or proceeding
involving Hague or Solterra under any state or federal insolvency law, (b)
if Hague or Solterra fails to make any required payments under the terms
of its agreements with Rice University or Arizona State University, but
only where either university notifies Hague or Solterra that it is in
default and that all opportunities to cure the default have past, or (c)
upon a material default (breach) of the Letter Agreement by Hague or
Solterra and after being given written notice of such default and at least
five business days opportunity to cure the
default.
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Recent
Development
In
October 2009, the Standstill Agreement described above was amended to expire at
the close of business on December 1, 2009. The Standstill
Agreement provided for the resignation of Isaac Horton, which
resignation occurred on November 12, 2009. On December 1, 2009, the
Standstill Agreement expired and was not extended by the parties as of the date
hereof. Prior to the expiration date of the Standstill Agreement, the Company
agreed to release Oceanus Capital LLC from its agreement to exchange 2,350,000
shares of free trading Hague Common Stock for a like number of shares of
restricted Common Stock.
A copy of the Letter Agreement is
attached hereto as Exhibit 10.1 and incorporated herein in its entirety. The
securities offered have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits
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10.1
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Letter
Agreement dated as of June 1, 2009 by and among Hague Corp. and its
wholly-owned subsidiary, Solterra Renewable Technologies, Inc., and MKM
Opportunity Master Fund, Ltd., MKM SP1, LLC and Steven Posner Irrevocable
Trust, Oceanus Capital LLC, Sound Capital, Inc., Richard Chancis and Scott
F. Koch. *
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99.1
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Press
Release issued June 9, 2009. *
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____________________
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* Previously
filed.
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3
SIGNATURES
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HAGUE
CORP.
(Registrant)
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Dated:
January 14, 2010
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By:
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/s/ Stephen Squires | |
| Stephen Squires, Chief Executive Officer | |||
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