Attached files
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 June 21, 2011
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Omagine, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-17264 20-2876380
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)563-4141
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Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of Registrant under
any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act;
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act;
[ ] Pre-commencement communication pursuant to rule 14d-2(b)
under the Exchange Act;
[ ] Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act.
Item 1.01. Entry into Material Definitive Agreement
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On June 21, 2011, Omagine, Inc. (the "Company") executed an
Amendment Agreement ("SEDA Amendment Agreement") to that certain
Standby Equity Distribution Agreement (the "SEDA Agreement")
executed on May 4, 2011 between the Company and YA GLOBAL MASTER
SPV LTD. ("YA") increasing the total commitment amount over the
two year term of the SEDA to ten million dollars ($10,000,000).
Pursuant to the SEDA Agreement, the Company may, at its sole
option and upon giving written notice to YA (an "Advance
Notice"), periodically sell to YA shares of its $0.001 par value
common stock ("Common Stock") in tranches. For each share of
Common Stock purchased pursuant to the SEDA Agreement, YA will
pay to the Company ninety-five percent (95%) of the lowest daily
volume weighted average price of the Company's Common Stock as
quoted by Bloomberg, LP, during the five (5) consecutive trading
days after the date the Company provides an Advance Notice to YA
(the "Purchase Price").
The Company is not obligated to sell any shares of Common Stock
to YA but may, in the Company's sole discretion, sell that
number of shares of Common Stock valued at the Purchase Price
from time to time in effect that equals ten million dollars
($10,000,000) in the aggregate. YA is obligated to purchase such
shares from the Company subject to certain conditions precedent
including (i) Omagine, Inc. filing a registration statement with
the United States Securities and Exchange Commission ("SEC") to
register the shares of Common Stock sold to YA ("Registration
Statement"), (ii) the SEC declaring such Registration Statement
effective, (iii) periodic sales to YA must be separated by a
time period equal to five trading days, and (iv) the amount of
any individual sale to YA may not exceed the greater of (i)
$200,000 or (ii) the average of the "Daily Value Traded" for
each of the 5 trading Days prior to the date of an Advance
Notice (where Daily Value Traded is the product obtained by
multiplying the daily trading volume of the Common Stock for
such day by the closing bid price for a share of Common Stock on
such day).
Pursuant to the terms of the SEDA Amendment Agreement, the
Company agreed to issue to YA sixty seven thousand seven hundred
forty five (67,745) shares of its Common Stock (the "Amendment
(2)
Shares") and to include such Amendment Shares in the
Registration Statement. Previously upon execution of the SEDA
Agreement the Company issued to YA 176,471 shares of its Common
Stock (the "Commitment Shares"). Such Commitment Shares will
also be included in the Registration Statement.
The foregoing summary of the terms of the SEDA Amendment
Agreement and the SEDA Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text
of the SEDA Amendment Agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference and
the SEDA Agreement previously filed with the Securities and
Exchange Commission on May 4, 2011 as an exhibit to the
Company's report on Form 8-K and incorporated herein by reference
thereto.
Item 3.02 Unregistered Sales of Equity Securities
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In connection with the SEDA Amendment Agreement, the Company
will issue sixty seven thousand seven hundred forty five
(67,745) shares of Common Stock to YA as promptly as possible
after the date hereof.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description
Exhibit 10.1 SEDA Amendment Agreement, dated June 21, 2011 by
and between Omagine, Inc. and YA GLOBAL MASTER
SPV LTD.
(3)
SIGNATURES
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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.
Dated: June 21, 2011
Omagine, Inc.
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(Registrant)
BY: /s/ Frank J. Drohan
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Frank J. Drohan,
Chairman of the Board,
President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit Description
Exhibit 10.1 SEDA Amendment Agreement, dated June 21, 2011 by
and between Omagine, Inc. and YA GLOBAL MASTER
SPV LTD.
(4
