UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 19, 2006
New Century Companies, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 000-09459 06-10345787
(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
9835 Santa Fe Springs Road
Santa Fe Springs, CA 90670
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (562) 906-8455
N/A
(Former name or former address, if changed since last report)
Section 1 - Registrant's Business and Operations
Item 1.01 - Entry into a Material Definitive Agreement
On December 19, 2006, New Century Companies, Inc. (the "Company") entered
into an Amended and Restated Registration Rights Agreement (the "Amendment")
with CAMOFI Master LDC (the "Purchaser").
Summary of material changes to registration Rights agreement: Timing of
Registration Statements. Anything to the contrary notwithstanding, due to
Commission's current standpoint on Rule 415, the Company shall not be subject to
any liquidated damages pursuant to Section 2(b) (Attached Exhibit), and any
liquidated damages accrued prior to the date hereof shall be waived. Failure to
meet the timetable set below will subject the Company to liquidated damages set
forth in Section 2(b) (Attached Exhibit).
i) within 45 days, the Company shall prepare and file with the Securities and
Exchange Commission a Registration Statement covering the resale of all
common Stock issuable upon conversion of the 12% Senior Secured
Convertible Note dated February 28, 2009, up to 33% of the Company`s
issued and outstanding stock;
ii) within 90 days from effectiveness of the Registration Statement referred
to in i) above, the Company shall prepare and file with the Securities and
Exchange Commission a Registration Statement covering the resale of all
common Stock issuable upon conversion of the 12% Senior Secured
Convertible Note dated February 28, 2009 to extent not registered above
plus all shares of common stock underlying the Purchaser Warrants, up to
33% of the Company`s issued and outstanding stock;
iii) within 90 days from effectiveness of the Registration Statement referred
to in ii) above, the Company shall prepare and file with the Securities
and Exchange Commission a Registration Statement covering the resale of
all common Stock issuable upon conversion of the 12% Senior Secured
Convertible Note dated February 28, 2009 plus all shares of common stock
underlying the Purchaser Warrants to extent not registered above, up to
33% of the Company`s issued and outstanding stock;
iv) within 90 days from effectiveness of the Registration Statement referred
to in iii) above, the Company shall prepare and file with the Securities
and Exchange Commission a Registration Statement covering the resale of
all additional Purchaser Warrants to extent not registered above, up to
33% of the Company`s issued and outstanding stock;
In conjunction with the Amendmnet, the Company and the Purchaser entered in to a
Common Stock Purchase Warrant Agreement, granting the Purchaser warrants to
purchase 1,500,000 shares of common stock of the Company at an exercise price of
$0.35 for a term of seven years (the "Warrants").
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There is no material relationship between the Company or its affiliates and any
of the parties, other than with respect to this transaction.
Section 3 - Securities and Trading Markets
Item 3.02 - Unregistered Sales of Equity Securities
Pursuant to the Amendment, the Company issued to the Purchaser Common Stock
Purchase Warrant granting the Purchaser warrants to purchase 1,500,000 shares of
common stock of the Company at an exercise price of $0.35 for a term of seven
years. The Company relied on the exemption from registration relating to
offerings that do not involve any public offering pursuant to Section 4(2) under
the Securities Act of 1933 (the "Act") and/or Rule 506 of Regulation D
promulgated pursuant thereto. The Company believes that the Purchaser is an
"accredited investor" under Rule 501 under Regulation D of the Act and had
adequate access to information about the Company.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
(c) The following exhibits are being disclosed and furnished herewith in
connection with the "Amendment" with CAMOFI Master LDC:
Exhibit No. Exhibit Description
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10.1 Amended and Restated Registration Rights Agreement between New
Century Companies, Inc. and CAMOFI Master LDC
10.2 Common Stock Purchase Warrant issued to CAMOFI Master LDC
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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 thereunto duly authorized.
NEW CENTURY COMPANIES, INC
Dated: December 26, 2006 By: /s/ David Duquette
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David Duquette
President
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