Attached files
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EX-10.1 - EX-10.1 - PREMIER EXHIBITIONS, INC. | c23525exv10w1.htm |
EX-10.2 - EX-10.2 - PREMIER EXHIBITIONS, INC. | c23525exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 18, 2011
Premier Exhibitions, Inc.
(Exact name of registrant as specified in its charter)
Florida | 000-24452 | 20-1424922 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3340 Peachtree Road, N.E., Suite 900, Atlanta, Georgia |
30326 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (404) 842-2600
Not Applicable
(Former name or former address, if changed since last report.)
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
On October 19, 2011, the Company and Lincoln Park Capital Fund, LLC (LPC), entered into a
Purchase Agreement (the LPC Purchase Agreement) and a Registration Rights Agreement (the
Registration Rights Agreement), whereby the Company has the right to sell, at its sole
discretion, to LPC up to $10,000,000 of the Companys common stock, not to exceed 8,483,698 shares
of common stock, over a 36-month period (any such shares sold being referred to as the Purchase
Shares). Under the Registration Rights Agreement, the Company has agreed to file a registration
statement related to the transaction with the SEC covering the Purchase Shares and the Commitment
Shares (as defined below).
The Company will generally have the right, but not the obligation, over a 36-month period, to
direct LPC to periodically purchase the Purchase Shares in specific amounts under certain
conditions at the Companys sole discretion. The purchase price for the Purchase Shares will be the
lower of (i) the lowest trading price on the date of sale or (ii) the arithmetic average of the
three lowest closing sale prices for the common stock during the 12 consecutive business days
ending on the business day immediately preceding the purchase date. In no event, however, will the
Purchase Shares be sold to LPC at a price of less than $1.00 per share.
In consideration for entering into the LPC Purchase Agreement, the Company is required to
issue up to 149,165 shares of common stock as commitment shares on a pro rata basis (the
Commitment Shares) as the Company directs LPC to purchase the Companys shares under the Purchase
Agreement over the term of the agreement. The LPC Purchase Agreement may be terminated by the
Company at any time at the Companys discretion without any cost to the Company. The proceeds that
may be received by the Company under the LPC Purchase Agreement are expected to be used for general
corporate purposes, including working capital.
Under the LPC Purchase Agreement, the Company has agreed that, subject to certain exceptions,
it will not, during the term of the LPC Purchase Agreement, effect or enter into an agreement to
effect any issuance of common stock or securities convertible into, exercisable for or exchangeable
for common stock in a Variable Rate Transaction, which means a transaction in which the Company:
| issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to our business or the market for the common stock; or |
| enters into any agreement, including, but not limited to, an equity line of credit, whereby it may sell securities at a future determined price. |
The Company has also agreed to indemnify LPC against certain losses resulting from its breach
of any of its representations, warranties or covenants under the agreements with LPC.
Item 1.02 Termination of a Material Definitive Agreement
On May 20, 2011, the Company and LPC entered into a Purchase Agreement (the Prior Purchase
Agreement) and a Registration Rights Agreement (the Prior Registration Rights Agreement),
whereby the Company had the right to sell, at its sole discretion, to LPC up to $10,000,000 of the
Companys common stock over a 36-month period. Under these agreements, after the SEC declared
effective a registration statement with regard to the common stock, the Company had the right
during the next five (5) business days, but not the obligation, to direct LPC to immediately
purchase $1.25 million
worth of Initial Purchase Shares. If the Company had elected to sell the Initial Purchase
Shares to LPC, it would have also been required to issue LPC warrants to purchase shares of common
stock equivalent to 37.5% of the Initial Purchase Shares, with an exercise price of $2.25 per share
and a term of 5 years.
The May 20, 2011, Prior Purchase Agreement and Prior Registration Rights Agreement between the
Company and LPC were terminated by mutual agreement on October 18, 2011. LPC will retain 149,165
Initial Commitment Shares issued pursuant to the Prior Purchase Agreement notwithstanding this
termination.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 with respect to the LPC Purchase Agreement is hereby
incorporated herein by reference. LPC is an accredited investor, as such term is defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended (the Securities Act). The
issuance and sale of shares by the Company to LPC under the Purchase Agreement is exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The securities
sold may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
|
Description | |
|
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10.1
|
Purchase Agreement dated October 19, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC | |
10.2
|
Registration Rights Agreement dated October 19, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC |
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.
Premier Exhibitions, Inc. |
||||
By: | /s/ Michael Little | |||
Michael Little | ||||
Chief Financial Officer | ||||
Date:
October 21, 2011
EXHIBIT INDEX
Exhibit No. | Description | |||
10.1 | Purchase Agreement dated October 19, 2011, by and between Premier Exhibitions, Inc. and Lincoln Park Capital Fund, LLC |
|||
10.2 |
Registration Rights Agreement dated October 19, 2011, by and
between Premier Exhibitions, Inc. and Lincoln Park Capital
Fund, LLC |