Attached files
| file | filename |
|---|---|
| EX-5 - EnSync, Inc. | v198777_ex-5.htm |
| EX-10.1 - EnSync, Inc. | v198777_ex10-1.htm |
| EX-10.2 - EnSync, Inc. | v198777_ex10-2.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): October 12, 2010
ZBB
Energy Corporation
(Exact
name of registrant as specified in charter)
|
Wisconsin
|
001-33540
|
39-1987014
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
file
number)
|
(IRS
Employer
Identification
Number)
|
|
N93
W14475 Whittaker Way, Menomonee Falls, Wisconsin
|
53051
|
|||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (262)
253-9800
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.
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))
|
Item
1.01.
|
Entry
Into a Material Definitive
Agreement.
|
2,111,369
of the shares of common stock to be sold are being offered by the Company
pursuant to an effective shelf registration statement on Form S-3, which was
declared effective on May 13, 2009 (File No. 333-156941) (the “Registration
Statement”).
The
balance of the shares are being sold without registration under the Securities
Act of 1933, as amended (the “Act”), or state securities laws, in reliance on
the exemptions provided by Section 4(2) of the Act and/or Regulation D
promulgated thereunder and in reliance on similar exemptions under applicable
state laws. Since these shares have not been registered, they may not be offered
or sold by the investors absent registration or an applicable exemption from
registration requirements, such as the exemption afforded by Rule 144 under the
Act.
The
information contained in this Current Report on Form 8-K does not constitute an
offer to sell or solicitation of offers to buy the shares or any other
securities.
A copy of
the form of Stock Purchase Agreement entered into with the investors purchasing
registered shares is attached hereto as Exhibit 10.1. In addition to this Stock
Purchase Agreement, Exhibits 5 and 23 are filed herewith in connection with the
Registration Statement and are incorporated herein by reference.
A copy of
the form of Stock Purchase Agreement entered into with the investors purchasing
unregistered shares is attached hereto as Exhibit 10.2.
|
Item 3.02.
|
Unregistered
Sales of Equity Securities.
|
The
information contained in “Item 1.01 – Entry Into a Material Definitive
Agreement” is incorporated herein by reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
Exhibits
The
exhibits required to be filed as a part of this Current Report on Form 8-K are
listed in the Exhibit Index attached hereto and incorporated herein by
reference.
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.
| ZBB Energy Corporation | |||
|
Dated:
October 12, 2010
|
By:
|
/s/ Eric C. Apfelbach | |
| Name: Eric C. Apfelbach | |||
| Title: President and CEO | |||
EXHIBIT
INDEX
|
Exhibit
No.
|
Exhibit
Description
|
|
5
|
Opinion
of Godfrey & Kahn, S.C.
|
|
10.1
|
Form
of Stock Purchase Agreement, dated October 12, 2010
|
|
10.2
|
Form
of Stock Purchase Agreement, dated October 12, 2010
|
|
23
|
Consent
of Godfrey & Kahn, S.C. (included as part of Exhibit
5)
|