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EX-10.1 - EXHIBIT 10.1 - Westport Energy Holdings Inc.v329646_ex10-1.htm
EX-10.2 - EXHIBIT 10.2 - Westport Energy Holdings Inc.v329646_ex10-2.htm




Washington, D.C. 20549









Commission File No.: 0-28887


Date of Report: December 3, 2012 


(Exact name of registrant as specified in its charter)
Delaware 22-3328734
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 Overlook Center, 2nd Floor 08540 
(Address of principal executive offices) (Zip Code)
(609) 498-7029
(Registrant’s telephone number including area code)

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))





Item 1.01Entry into a Material Definitive Agreement


On December 1, 2012 Westport Energy Holdings Inc., a Delaware corporation (“Westport”) issued to YA Global Investments, L.P., a Cayman Islands limited partnership (“YA Global”) a Secured Convertible Debenture dated December 1, 2012 in the principal amount of $100,000 (“Debenture CICS-17”). Debenture CICS-17 bears interest at the rate of 9% per annum, payable at maturity. The maturity date for payment of Debenture CICS-17 is December 31, 2013. The holder of Debenture CICS-17 is entitled to convert the principal and accrued interest on the debenture into common stock of Westport (the “Common Stock”) at a conversion rate equal to the lesser of (a) $0.003, or (b) 90% of the lowest daily volume-weighted average price of the Common Stock during the 10 consecutive trading days immediately preceding the conversion date or other date of determination, subject to adjustment as provided for in the debenture. The shares of Common Stock into which Debenture CICS-17 may be converted will not be registered for resale and shall be subject to the rights and restrictions of Rule 144.


Debenture CICS-17 was issued as the sixth funding tranche pursuant to that certain Debenture Purchase Agreement Amendment between Westport and YA Global dated December 1, 2012 (the “Debenture Purchase Agreement Amendment”), which modified the “Third Funding” of $475,000 under that certain Debenture Purchase Agreement dated December 6, 2011 between Westport and YA Global so that such Third Funding would be funded in multiple tranches as follows: (i) the first of tranche of $25,000 closed on August 13, 2012; (ii) the second tranche of $25,000 closed on August 29, 2012; (iii) the third tranche of $50,000 closed on September 7, 2012; (iv) the fourth tranche of $50,000 closed on October 2, 2012; (v) the fifth tranche of $75,000 closed on November 6, 2012; (vi) the sixth tranche of $100,000 to be closed on or about December 1, 2012 and (vii) the remaining $150,000 to be closed on a date, or in further tranches on multiple dates, as may be agreed to between the parties.


The foregoing descriptions of Debenture CICS-17 and the Debenture Purchase Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents filed as Exhibits 10.1 and 10.2 hereto.


Item 9.01Financial Statements and Exhibits




10.1Secured Convertible Debenture dated December 1, 2012 in the principal amount of $100,000, with YA Global Investments L.P. as the “Holder” thereunder and Westport Energy Holdings Inc. as the “Company” thereunder.


10.2Agreement dated December 1, 2012 entered into by and between Westport Energy Holdings Inc. and YA Global Investments L.P. amending the Debenture Purchase Agreement.






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.


Dated:  December 3, 2012 WESTPORT ENERGY HOLDINGS INC.
  By: /s/ Stephen J. Schoepfer
    Stephen J. Schoepfer, Chief Executive Officer