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ATCS.PK > SEC Filings for ATCS.PK > Form 8-K/A on 7-Apr-2009All Recent SEC Filings

Show all filings for APOGEE TECHNOLOGY INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for APOGEE TECHNOLOGY INC


7-Apr-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financia


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 19, 2009, Apogee Technology, Inc. ("Apogee") received $139,900.04 in proceeds from the sale of three promissory notes. TYJO Corporation Money Purchase Pension Plan loaned the company $50,000 pursuant to the promissory note attached hereto, Herbert M. Stein loaned the company $25,900.04 pursuant to the promissory note attached hereto, and David Spiegel loaned the company $64,000 pursuant to the promissory note attached hereto. The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 180 days.

The promissory note is attached hereto as Exhibits 99.1, 99.2, and 99.3 and are incorporated herein by reference.



ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.



ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Associated with the promissory notes discussed above are warrants. The warrants are a three (3) year warrants with a strike price of $1. The warrants represent 12,500, 2,590, and 6,400, for TYJO Corporation Money Purchase Pension Plan, for Mr. Herbert M. Stein, and for David Spiegel, respectively, as added consideration for the Note. These warrants, and the warrants previously issued to TYJO Corporation Money Purchase Pension Plan, Mr. Herbert M. Stein, Mr. David Spiegel, and Ms. Annette Jaynes pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.5, attached.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit
Number                                  Description

99.1      Promissory Note dated as of March 19, 2009 by and between Apogee
          Technology, Inc. and TYJO Corporation Money Purchase Pension Plan
          (previously filed as Exhibit 99.1 to the Current Report on Form 8-K
          filed with the Commission on March 20, 2009, and incorporated herein by
          reference)
99.2      Promissory Note dated as of March 19, 2009 by and between Apogee
          Technology, Inc. and Mr. Herbert M. Stein (previously filed as
          Exhibit 99.2 to the Current Report on Form 8-K filed with the Commission
          on March 20, 2009, and incorporated herein by reference)
99.3      Promissory Note dated as of March 19, 2009 by and between Apogee
          Technology, Inc. and Mr. David Spiegel
99.5      Form of Warrant (previously filed as Exhibit 99.5 to the Current Report
          on Form 8-K filed with the Commission on March 20, 2009, and
          incorporated herein by reference)


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