Attached files
| file | filename |
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| EX-10.2 - STW RESOURCES HOLDING CORP. | v196988_ex10-2.htm |
| EX-10.1 - STW RESOURCES HOLDING CORP. | v196988_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): August 31, 2010
STW RESOURCES
HOLDING CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51430
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20-3678799
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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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619 West
Texas Ave
Suite
126
Midland Texas,
79701
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code (432) 686-7777
Copies
to:
Marc J.
Ross, Esq.
Jonathan
R. Shechter, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Fl.
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
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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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ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
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GE
Ionics, Inc. Settlement Agreement and Senior Promissory Note
On or
about May 22, 2010, STW Resources, Inc., a predecessor company of STW Resources
Holding Corp. (the “Company”) entered into a Teaming Agreement, as amended, with
GE Ionics, Inc., a Massachusetts corporation (“GE”) (STW Resources, Inc. and GE
are collectively referred to as the “Parties”). Thereafter, on or about April 4,
2008 STW Resources, Inc. and GE entered into a Purchase Order (the “Purchase
Order”), pursuant to which there was due and unpaid a debt by STW Resources,
Inc. to GE in the amount of $11,239,437.00 as of August 31 2010, (the
“Original Debt”).
On August
31, 2010, the Parties entered into a Settlement Agreement pursuant to which GE
permitted the Company to substitute for STW Resources, Inc. as to all rights and
obligations under the Purchase Order (including the Original Debt) and Teaming
Agreement, and such that to fully discharge STW Resources, Inc.’s financial
obligations to GE under the Purchase Order, the Company shall pay GE
$1,400,000.00 pursuant to a senior promissory note (the “Note”). The Note bears
interest at a rate of the WSJ Prime Rate (as published daily in the Wall Street
Journal) plus two percent (2%) per annum.
Under the
terms of the Note, STW will have thirteen months to pay off the Note plus all
accrued interest. In addition, upon the consummation and closing of a
debt or equity financing following the execution of the Note, STW shall pay GE
thirty percent of any and all tranches (“Tranches” being defined as the cash
receipts of the proceeds of any equity investments in or loans to the Company or
any affiliated entity by third parties, but excluding any conversions of
pre-existing debt to equity by any of the Company’s then current convertible
note holders or creditors) until the Note is paid in full, including all accrued
interest.
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ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET
ARRANGEMENT
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See
Item 1.01 above. The information included in Item 1.01 of this current
report on Form 8-K is incorporated by reference into this Item
2.03.
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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a)
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Financial
statements.
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Not
applicable.
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(b)
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Pro
forma financial information.
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Not
applicable.
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(c)
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Exhibits.
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Exhibit
Number
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Description
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10.1
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Form
of Settlement Agreement, by and between STW Resources Holding Corp. and GE
Ionics, Inc., dated August 31, 2010.
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10.2
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Form
of Promissory Note dated August 31,
2010
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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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STW
RESOURCES HOLDING CORP.
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Date:
September 22, 2010
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By:
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/s/
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Stanley
T. Weiner
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Stanley
T. Weiner
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Chief Executive
Officer
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