UNITED STATES
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 (DATE OF EARLIEST EVENT REPORTED): March 20, 2008
APOGEE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-10456 |
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04-3005815 |
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(State or other jurisdiction of |
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(Commission |
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(IRS employer |
129 Morgan Drive
Norwood, Massachusetts 02062
(781) 551-9450
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
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 (see General Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 March 20, 2008, Apogee Technology, Inc. ( “Apogee”) received $150,000 in proceeds from the sale of two promissory notes. Herbert M. Stein, the Chairman and Chief Executive Officer of Apogee, loaned the Company $50,000, pursuant to the promissory note attached hereto and David Spiegel, a large shareholder of Apogee’s common stock, loaned the Company $100,000, 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 notes are attached hereto as Exhibit 10.1 and Exhibit 10.2, 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 two warrants. Each warrant is a three (3) year warrant with a strike price of $1. The warrants represent five and ten thousand shares of common stock, for Messrs. Stein and Spiegel, respectively, as added consideration for the Notes. These warrants, and the warrants previously issued to Messrs. Stein and Spiegel pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 10.3, attached.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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Exhibit |
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Description |
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10.1 |
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Promissory Note dated as of March 20, 2008 by and between Apogee Technology, Inc. and Herbert M. Stein |
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10.2 |
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Promissory Note dated as of March 20, 2008 by and between Apogee Technology, Inc. and David Spiegel. |
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10.3 |
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Form of Warrant. |
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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 hereunto duly authorized.
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APOGEE TECHNOLOGY, INC. |
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Dated: March 21, 2008 |
By: |
/s/ Herbert M. Stein |
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Herbert M. Stein |
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President, Chief Executive Officer and |
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Chairman of the Board |
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EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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Promissory Note dated as of March 20, 2008 by and between Apogee Technology, Inc. and Herbert M. Stein |
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10.2 |
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Promissory Note dated as of March 20, 2008 by and between Apogee Technology, Inc. and David Spiegel. |
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10.3 |
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Form of Warrant. |
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