Attached files
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): June 3, 2010
__________
Z
TRIM HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Illinois
|
001-32134
|
36-4197173
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
file number)
|
(I.R.S.
employer identification no.)
|
1011
Campus Drive
Mundelein,
IL 60060
(Address
of principal executive offices)
|
60060
(Zip
code)
|
Registrant’s
telephone number, including area code: (847) 549-6002
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):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 Entry
into a Material Definitive Agreement.
Item
3.02 Unregistered
Sales of Equity Securities.
Betwee June
3 and 7, 2010, we entered into 5 private placement subscription agreements with
investors pursuant to which we sold 92.1 units consisting
of Preferred Stock and warrants, for an aggregate offering price of
$921,000. Each of the units (individually, a “Unit” and
collectively, the “Units”) consists of 2,000
shares of the Series I 8% Convertible Preferred Stock (“Preferred Stock”) at an
Original Issue Price of $5.00 per share, with rights
to: (i) a dividend which accrues cumulatively on a daily basis at the
rate of 8% per annum of the Original Issue Price payable in shares of the Common
Stock; (ii) conversion into such a number of shares of Common Stock determined
by dividing the Original Issue Price by the Conversion Price, initially, $1.00;
(iii) a liquidation preference equal to the sum of the Original Issue Price and
an amount equal to 8% of the Original Issue Price for each 12 months that passed
since the date of issuance of any of the Preferred Stock; and (iv) mandatory
redemption, by the Company, 24 months from the date of issuance of the Preferred
Stock at a redemption price equal to the Original Issue Price plus any accrued
but unpaid dividends. The dividend component on liquidation and
redemption is payable in shares of the Common Stock of the
Company. Payment of the dividend, mandatory redemption and any
provisions requiring payment on the Preferred Stock are deferred until the 2008
Notes due in 2010 and the 2009 Notes due in 2011 and 2012 are paid in
full. Such deferral, even if the maturity dates on the Notes are extended,
will not constitute a default under the Preferred Stock terms. The
Preferred Stock terms may be amended by the Company and the consent
of the holders of the majority of the outstanding shares and such majority may
also waive an adjustment to the Conversion
Price.
The Preferred Stock is convertible into a total of 921,000 shares of Common Stock. The Investors also received one five-year warrant for each Unit purchased, to purchase 15,000 shares of Common Stock per unit with an exercise price of $1.50 per share (“Warrants”). The total warrants issued to the investors were 1,381,500. Brightline Ventures I, LLC, invested $782,000 of the total amount set forth in the preceding paragraph. Current Z Trim Director Edward Smith, III, is a managing partner of Brightline Capital Management, LLC, which is the investment manager of Brightline Ventures I, LLC. Further, current Z Trim Director Morris Garfinkle invested $30,000 of the total amount set forth in the preceding paragraph.
The Preferred Stock is convertible into a total of 921,000 shares of Common Stock. The Investors also received one five-year warrant for each Unit purchased, to purchase 15,000 shares of Common Stock per unit with an exercise price of $1.50 per share (“Warrants”). The total warrants issued to the investors were 1,381,500. Brightline Ventures I, LLC, invested $782,000 of the total amount set forth in the preceding paragraph. Current Z Trim Director Edward Smith, III, is a managing partner of Brightline Capital Management, LLC, which is the investment manager of Brightline Ventures I, LLC. Further, current Z Trim Director Morris Garfinkle invested $30,000 of the total amount set forth in the preceding paragraph.
We
also entered into registration rights agreements pursuant to which we have
agreed to file with the Securities and Exchange Commission a registration
statement covering the resale of the Common Stock underlying the Preferred Stock
and Warrants.
The
descriptions herein are qualified in their entirety by reference to the copies
of the forms of the Subscription Agreement, the Warrant, and the
Registration Rights Agreement which are attached as exhibits
hereto.
We
determined that all of the securities sold and issued in the private placement
were exempt from registration under the Securities Act of 1933, as amended (the
“Act”) pursuant to Section 4(2) of the Act and Rule 506 of Regulation D
promulgated under the Act. We based this determination on the
non-public manner in which we offered the securities and on the representations
of the persons purchasing such securities, which included, in pertinent part,
that such persons were “accredited investors” within the meaning of Rule 501 of
Regulation D promulgated under the Act, and that such persons were acquiring
such securities for investment purposes for their own respective accounts and
not as nominees or agents, and not with a view to resale or distribution, and
that each such person understood such securities may not be sold or otherwise
disposed of without registration under the Act or an applicable exemption
therefrom.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
No.
|
Description
|
3.1(a) | Illinois Stateemnt of Resolution Establishing the Series I Preferred Stock |
4.1
|
Form
of Subscription Agreement
|
4.2
|
Form
of Warrant to Purchase Common Stock
|
4.3 | Form of Registration Rights Agreement |
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 thereunto
duly authorized.
Z
TRIM HOLDINGS, INC.
|
|||
Date: June
7, 2010
|
By:
|
/s/ Steve
Cohen
|
|
Name:
Steve Cohen
|
|||
Title: President
|
|||
INDEX TO
EXHIBITS
No.
|
Description
|
3.1(a) | Illinois Stateemnt of Resolution Establishing the Series I Preferred Stock |
4.1
|
Form
of Subscription Agreement
|
4.2
|
Form
of Warrant to Purchase Common Stock
|
4.3 | Form of Registration Rights Agreement |