Attached files
| file | filename |
|---|---|
| EX-5 - EnSync, Inc. | v207283_ex5.htm |
| EX-10.1 - EnSync, Inc. | v207283_ex10-1.htm |
| EX-10.2 - EnSync, Inc. | v207283_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): January 3,
2011
ZBB
Energy Corporation
(Exact
name of registrant as specified in charter)
|
Wisconsin
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001-33540
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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)
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(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.
¨
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))
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Item
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1.01.
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Entry
Into a Material Definitive
Agreement.
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On
January 3, 2011, ZBB Energy Corporation (the “Company”) entered into a Stock
Purchase Agreement with a purchaser providing for the sale of a total of 504,630
shares of the Company’s common stock for an aggregate purchase price of $545,000
at a price per share of $1.08, which is equal to the closing price of the
Company’s common stock on December 31, 2010 (the “Transaction”).
The
Company estimates that the net proceeds from the Transaction will be
approximately $535,000 which will be used to meet the Company’s working capital
needs and general corporate purposes.
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
closing of the sale of these shares is expected to take place in early January
2011, subject to customary closing conditions, including approval of the
issuance of the shares by NYSE Amex..
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 investor purchasing
the 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.
On
January 3, 2011, the Company entered into a financial advisory agreement (the
“Financial Advisory Agreement”) with Stonegate Securities, Inc. (“Stonegate”).
Pursuant to the Financial Advisory Agreement, the Company agreed to pay
Stonegate a cash fee of $10,000 for financial advisory services in connection
with the Transaction. A copy of the Financial Advisory Agreement is attached
hereto as Exhibit 10.2 and incorporated herein by reference.
|
Item
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3.02.
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Unregistered
Sales of Equity Securities.
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The
information contained in “Item 1.01 – Entry Into a Material Definitive
Agreement” is incorporated herein by reference.
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Item
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9.01.
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Financial
Statements and Exhibits.
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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.
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 hereunto duly
authorized.
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ZBB
Energy Corporation
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||
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Dated:
January 4, 2011
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By:
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/s/ Eric C.
Apfelbach
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Name:
Eric C. Apfelbach
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Title:
President and CEO
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EXHIBIT
INDEX
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Exhibit No.
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Exhibit Description
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5
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Opinion
of Godfrey & Kahn, S.C.
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10.1
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Form
of Stock Purchase Agreement, dated January 3, 2011
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|
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10.2
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Financial
Advisory Agreement between ZBB Energy Corporation and Stonegate
Securities, Inc., dated January 3, 2011
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23
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Consent
of Godfrey & Kahn, S.C. (included as part of Exhibit
5)
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