Attached files
| file | filename |
|---|---|
| EX-4.1 - HII Technologies, Inc. | v190136_ex4-1.htm |
| EX-10.5 - HII Technologies, Inc. | v190136_ex10-5.htm |
| EX-10.3 - HII Technologies, Inc. | v190136_ex10-3.htm |
| EX-10.2 - HII Technologies, Inc. | v190136_ex10-2.htm |
| EX-10.4 - HII Technologies, Inc. | v190136_ex10-4.htm |
| EX-10.1 - HII Technologies, Inc. | v190136_ex10-1.htm |
| EX-10.6 - HII Technologies, Inc. | v190136_ex10-6.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): June 30,
2010
HEMIWEDGE INDUSTRIES,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-30291
|
65-0735872
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
1011 Beach Airport Road, Conroe,
Texas
|
77301
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: ________(936)
539-5770
(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):
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))
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material
Definitive Agreement.
Approval of Amended and
Restated Loan Documents and Related Loan Documents
Pursuant
to the provisions of an Assignment of Note, Loan Documents and Security
Interests (“Assignment
Agreement”) dated June 30, 2010 by and among Stillwater National Bank and
Trust Company (the “Bank”), as assignor, and Eads
Investments I, LLC and D. Bradley McWilliams (collectively, “New Lenders”), as assignees,
the New Lenders purchased from the Bank all outstanding indebtedness and
obligations (“Prior
Indebtedness”) of Hemiwedge Industries, Inc. (the “Corporation”) and its
subsidiary, Hemiwedge Valve Corporation (“Subsidiary”) (collectively,
“Borrowers”) under and
pursuant to the Loan and Consolidation Agreement and certain other loan
documents, each dated September 30, 2008 among Borrowers, certain
other parties and the Bank (collectively the “Prior Loan
Documents”).
As a
condition of the purchase of the Prior Indebtedness by the New Lenders from the
Bank under the Assignment Agreement, the Bank agreed to release the Borrowers
from all obligations and indebtedness to the Bank under the Original Loan
Documents pursuant to the terms of a Consent and Release Agreement dated June
30, 2010.
As a
condition of (a) the purchase by the New Lenders of the Prior Indebtedness and
all obligations of Borrowers to the Bank under the Prior Loan Documents and (b)
the agreement by the New Lenders to extend and renew the Prior Indebtedness and
obligations of the Borrowers under the Prior Loan Documents and (c) the Lenders’
forbearance from accelerating the loans and Prior Indebtedness under the Prior
Loan Documents, the Corporation and Subsidiary have agreed to enter into an
Amended and Restated Loan Agreement and certain other loan documents and
security agreements with the New Lenders (“New Loan Documents”) all dated
June 30, 2010 evidencing the Corporation’s and the Subsidiary’s indebtedness and
granting certain security interests to the New Lenders (“New
Indebtedness”).
The New
Loan Documents dated June 30, 2010 consisted of: (i) an Amended and
Restated Loan Agreement (the “Loan Agreement”) by and among
the Corporation, the Subsidiary and the New Lenders; (ii) a 10% Amended and
Restated Promissory Note in the aggregate principal amount of $706,125 issued by
the Corporation and the Subsidiary in favor of the New Lenders (the “Note”); (iii) an Amended and
Restated Security Agreement by and among the Corporation, the Subsidiary and the
New Lenders (the “Security
Agreement”); and (iv) a Stock Pledge and Security Agreement between the
Corporation and the New Lenders (the “Pledge
Agreement”).
In
addition, the Corporation issued New Lenders 5-year common stock purchase
warrants (the “Warrants”) to purchase
2,875,000 shares of the Corporation’s common stock (“Common Stock”) at an exercise
price of $0.10 per share”); provided that the amount of
Warrant Shares shall be reduced to 575,000 shares of Common Stock at a purchase
price of $0.10 per share if, on or before August 15, 2010 either (i) New Lenders
sell all (but not less than all) of their interest in Note to a third party for
the full outstanding balance thereunder, or (ii) the Note is paid in full plus
all interest and costs (without duplication) owed thereon (including attorney
fees of New Lenders) all in the form and substance satisfactory to the New
Lenders.
The Note
has a maturity dates of June 30, 2011. Interest accrues on the Note
at a rate of 10% and is to be paid on September 30, 2010, December 31, 2010,
March 31, 2011 and the balance due on the Maturity Date. At the
Corporation’s option, interest may be paid in Common Stock at a rate of 5,000
shares of Common Stock per day (the “Interest Common
Stock”).
The
Corporation granted New Lenders piggyback registration rights with respect to
their shares of Common Stock issuable upon exercise of the Warrants and for
shares of Interest Common Stock, subject to certain cut backs and
exclusions. The Loan Agreement also provides certain covenants on the
Corporation and Subsidiary.
2
The Note
is secured by a pledge of all of the Corporation and Subsidiary’s assets under
the terms of the Security Agreement. In addition, the Corporation
pledged its shares of Subsidiary’s common stock as additional security for the
Note
The
paragraphs above describe certain of the material terms of the New Loan
Documents with the New Lenders. Such description is not a complete description
of the material terms of such New Loan Documents and is qualified in
its entirety by reference to the agreements entered into in connection with the
transaction which are included as exhibits to this Current Report on Form
8-K.
Item
1.02 Termination of a
Material Definitive Agreement.
See Item
1.01 above. The execution of the Assignment Agreement and the Consent
and Release effectively terminated the Prior Loan Documents and Prior
Indebtedness with Stillwater National Bank & Trust Company.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of
Equity Securities.
See Item
1.01 above. The issuance of Warrants and any issuance of Interest
Common Stock and shares issuable upon exercise of the Warrants was exempt under
both Sections 3(a)(9) and 4(2) of the Securities Act.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements
and Exhibits.
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(c)
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Exhibits.
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4.1
Amended and Restated Note
10.1 Amended and Restated Loan Agreement
10.2 Amended and Restated Security Agreement
10.3 Stock
Pledge Agreement
10.4 Assignment Agreement
10.5 Consent and Release
10.6 Form of Warrant
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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HEMIWEDGE
INDUSTRIES, INC.
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||
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(Registrant)
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Date: July
8, 2010
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By:
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/s/ Matthew C. Flemming
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Matthew
C. Flemming, Chief Financial Officer,
Treasurer, Secretary, and Executive Vice President |
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