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EX-99.1 - American Standard Energy Corp. | v209782_ex99-1.htm |
EX-10.3 - American Standard Energy Corp. | v209782_ex10-3.htm |
EX-10.1 - American Standard Energy Corp. | v209782_ex10-1.htm |
EX-10.2 - American Standard Energy Corp. | v209782_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): February 1,
2011
American Standard Energy
Corp.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware
|
333-132948
|
20-2791397
|
(STATE OR OTHER JURISDICTION
OF
INCORPORATION OR
ORGANIZATION)
|
(COMMISSION FILE NO.)
|
(IRS EMPLOYEE
IDENTIFICATION NO.)
|
4800
North Scottsdale Road, Suite 1400
Scottsdale,
AZ 85251
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(408)
371-1929
(ISSUER
TELEPHONE NUMBER)
Copies
to:
Gregg E.
Jaclin, 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):
¨ 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))
Item
1.01 Entry into a Material Definitive Agreement
On
February 1, 2011 (the “Closing Date”), pursuant to a securities purchase
agreement (the “Securities Purchase Agreement ”), American Standard Energy
Corp., (hereinafter referred to as the “Company”, “we,” “us” or “our”) completed
the closing of the offering of the Company’s securities (the “Offering”) for
total subscription proceeds of $15,406,755 through the issuance of (i) 4,401,930
shares of our common stock at a price of $3.50 per share (the “Purchased
Shares”) and (ii) 2 series of five-year warrants (the “Warrants”) each
exercisable into an aggregate of 1,100,482 shares of common stock (the “Warrants
Shares”) equal to 25% of the Purchased Shares at exercise prices of $5.00 and
$6.50 per share, respectively to certain accredited investors (the
“Investors”). The number of shares of common stock to be
received upon the exercise of the Warrants and the exercise price of the
Warrants are subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the common stock
that occur after the Closing Date. Additionally, the Warrants are subject to a
call provision based on the trading price of the common stock after the Closing
Date.
In
connection with the Offering, we granted the Investors registration rights
pursuant to a registration rights agreement dated as of the Closing Date (the
“Registration Rights Agreement”), in which we agreed to register (1) 100% of the
Purchased Shares; (2) all Warrant Shares then issuable upon exercise of the
Warrants (assuming on such date the Warrants are exercised in full without
regard to any exercise limitations therein) and (3) any securities issued or
then issuable upon any stock split, dividend or other distribution,
recapitalization or similar event with respect to the foregoing (the
“Registrable Securities”) on a registration statement or registration statements
(the “Registration Statements”) to be initially filed with the Securities and
Exchange Commission (the “SEC”) within thirty (30) calendar days after the
Closing Date (the “Filing Date”) and use our best efforts to have it declared
effective within one hundred twenty (120) calendar days after the Closing Date
or within such other applicable Effectiveness Date (as defined in the
Registration Rights Agreement) as provided in the Registration Rights
Agreement.
Subject
to the terms of the Registration Rights Agreement, upon the occurrence of any
event that shall incur liquidated damages, including, but not limited to, that
the initial Registration Statement is not filed on or prior to the Filing Date,
or the Registration Statement including the Registrable Securities is not
declared effective by the applicable Effectiveness Date or after its Effective
Date, (A) such Registration Statement ceases for any reason (including
without limitation by reason of a stop order, or the Company's failure to update
the Registration Statement), to remain continuously effective as to all
Registrable Securities included in such Registration Statement for more than
twenty (20) consecutive calendar days or more than an aggregate of thirty (30)
calendar days (which need not be consecutive calendar days) during any 12-month
period, or (B) the Holders are not permitted to utilize the Prospectus
therein to resell such Registrable Securities for any reason for more than an
aggregate of thirty (30) consecutive calendar days (or forty-five (45)
consecutive calendar days if the Company receives comments on its Annual Report
on Form 10-K for the year ended December 31, 2010) or sixty (60)
calendar days (which need not be consecutive days) during any twelve (12) month
period, we shall pay to each Investor an amount in common stock, on monthly
anniversary of each such Event Date as defined in the Registration Rights
Agreement (the “Event Date”), equal to one percent (1%) of the aggregate
purchase price paid by such Investor pursuant to the Securities Purchase
Agreement for any unregistered Registrable Securities then held by such Investor
provided, however, that, in no
liquidated damages shall be payable with respect to any
period after the expiration of the Effectiveness Date event shall the
Company. Under the Registration Rights Agreement, the maximum aggregate
liquidated damages payable to an Investor shall be 6% of the aggregate
subscription amount paid by such Investor pursuant to the Securities Purchase
Agreement.
Northland
Capital Markets (the “Placement Agent”) acted as our exclusive placement agent
in connection with the Offering.
The
foregoing description of the Securities Purchase Agreement, Warrants and
Registration Rights Agreement are qualified in their entirety by reference to
the full text of the Securities Purchase Agreement, Warrants and Registration
Rights Agreement copies of which is attached hereto as Exhibits 10.1 through
10.3 and is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information pertaining to the sale of the Purchased Shares and the Warrants in
Item 1.01 is incorporated herein by reference in its entirety.
On the
Closing Date, pursuant to the Securities Purchase Agreements, we issued to the
Investors Purchased Shares of 4,401,930 shares of our common stock and Warrants
Shares underlying the Warrants exercisable into 2,200,965 shares of our common
stock for total subscription proceeds of $15,406,755.
The
Company also issued to the Placement Agent at the Closing Date warrants to
purchase the number of shares of common stock of the Company equal to 5% of the
aggregate number of Purchased Shares.
Issuance
of securities to the Investors and the Placement Agent were not registered under
the Securities Act of 1933 (the “Securities Act”). Such issuance of securities
was exempt from registration under the safe harbor provided by Regulation D Rule
506 and Section 4(2) of the Securities Act. We made this determination in part
based on the representations of Investors, which included, in pertinent part,
that such Investors were an “accredited investor” as defined in Rule 501(a)
under the Securities Act, and upon such further representations from the
Investors that (a) the Investor is acquiring the securities for his, her or its
own account for investment and not for the account of any other person and not
with a view to or for distribution, assignment or resale in connection with any
distribution within the meaning of the Securities Act, (b) the Investor agrees
not to sell or otherwise transfer the purchased securities unless they are
registered under the Securities Act and any applicable state securities laws, or
an exemption or exemptions from such registration are available, (c) the
Investor either alone or together with its representatives has knowledge and
experience in financial and business matters such that he, she or it is capable
of evaluating the merits and risks of an investment in us, and (d) the Investor
has no need for the liquidity in its investment in us and could afford the
complete loss of such investment. Our determination is made based
further upon our action of (a) making written disclosure to each Investor in the
Securities Purchase Agreement prior to the closing of sale that the securities
have not been registered under the Securities Act and therefore cannot be resold
unless they are registered or unless an exemption from registration is available
and (b) making write description of the securities being offered, the use of the
proceeds from the offering and any material changes in the Company’s affairs
that are not disclosed in the documents furnished and (b) placement of a legend
on the certificate that evidences the securities stating that the securities
have not been registered under the Securities Act and setting forth the
restrictions on transferability and sale of the securities, and upon such
inaction of the Company of any general solicitation or advertising
for securities herein issued in reliance upon Regulation D Rule 506 and Section
4(2) of the Securities Act.
Item
9.01Financial Statement and Exhibits
(d)
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Exhibits.
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10.1
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Securities
Purchase Agreement
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10.2
|
Form
of Warrant
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10.3
|
Registration
Rights Agreement
|
991.
|
Press
Release
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
American
Standard Energy Corp.
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Date:
February 1, 2011
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By:
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/s/ Scott Feldhacker
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Name:
Scott Feldhacker
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Title:
Chief Executive Officer
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