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EX-10.1 - EX-10.1 - American Standard Energy Corp. | v204748_ex10-1.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
December
1, 2010
Date of Report (Date of
earliest event reported)
American
Standard Energy Corp.
(Exact
name of Registrant as specified in its charter)
Delaware
|
333-132948
|
20-2791397
|
(State
or other jurisdiction Identification No.)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
60
East Rio Salado Parkway, Suite 900
Tempe,
Arizona 85281
(Address
of principal executive offices) (Zip Code)
(480)
366-5818
(Registrant’s
telephone number, including area code)
(Former
Address, if changed since last report)
Copies
to:
Kristina
L. Trauger, Esq.
Gary S.
Eaton, Esq.
Anslow
& Jaclin, LLP
195 Route
9 South, Suite 204
Manalapan,
New Jersey 07726
(732)
409-1212
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 I4a-12 under the Exchange Act
(17CFR240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
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 Material Definitive Agreement
On
December 1, 2010, American Standard Energy Corp., (the “Company”) entered into a
Purchase of Partial Leaseholds Agreement (the “Agreement”) with Geronimo Holding
Corporation (“Geronimo”). Pursuant to the Agreement, the Company purchased
certain mineral rights leaseholds (the “Mineral Rights”) held on properties as
described in Exhibit
A to the Agreement. In consideration for the Mineral Rights the Company
paid Geronimo $500,000 and issued 1,200,000 shares of common stock, $0.001 par
value per share (the “Common Stock”).
Item 3.02 Unregistered Sales of
Equity Securities
Pursuant
to the Agreement, on December 1, 2010, we issued 1,200,000 shares of our Common
Stock to Geronimo in exchange for the Mineral Rights.
Such
securities were not registered under the Securities Act of 1933. The
issuance of these shares was exempt from registration, pursuant to Section 4(2)
of the Securities Act of 1933. These securities qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
securities by us did not involve a public offering. The offering was not a
“public offering” as defined in Section 4(2) due to the insubstantial number of
persons involved in the transaction, the size of the offering and the manner of
the offering and number of securities offered. We did not undertake an offering
in which we sold a high number of securities to a high number of investors. In
addition, Geronimo had the necessary investment intent as required by Section
4(2) since they agreed to and received share certificates bearing a legend
stating that such securities are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these securities would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
The
foregoing description of the Agreement is not intended to be complete and is
qualified in its entirety by the complete text of the Agreement attached as an
exhibit to this Current Report on Form 8-K.
Item 9.01 -Financial Statements and
Exhibits
(a) FINANCIAL
STATEMENTS OF BUSINESS ACQUIRED.
None
(b) PRO
FORMA FINANCIAL INFORMATION.
None
(d) EXHIBITS
Exhibit
Number
|
Description
|
|
10.1
|
Agreement
for the Purchase of Partial Leaseholds between Geronimo Holding
Corporation and American Standard Energy Corp. dated December 1,
2010
|
2
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.
American
Standard Energy Corp.
|
|||
/s/ Scott Feldhacker
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|||
Scott
Feldhacker
Chief
Executive Officer
|
Dated: December
6, 2010
3