india8k-7162008.htm
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
July
16, 2008
Date
of Report (Date of earliest event reported)
INDIA
GLOBALIZATION CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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001-32830
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20-2760393
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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4336 Montgomery
Ave.,
Bethesda, Maryland 20814
(Address
of principal executive
offices) (Zip
Code)
(301) 983-0998
(Registrant’s
telephone number, including area code)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
FR 240.13e-4(c))
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Item
8.01. Other Events.
Effective
July 16, 2008, the registration statement relating to the shares (the “Warrant
Shares”) of common stock of India Globalization Capital, Inc. (“IGC”) issuable
upon the exercise of the warrants (the “Warrants”) issued by IGC as part of the
units sold in IGC’s initial public offering (“IPO”) of its securities
ceased to be effective. Accordingly, the holders of the Warrants may
not currently exercise the Warrants until a new registration
statement relating to the Warrant Shares becomes effective.
As set
forth in the prospectus filed by IGC in connection with its IPO, the holders of
the Warrants may receive Warrant Shares upon exercise of the Warrants only if
(i) a current registration statement under the Securities Act of 1933
relating to the shares of common stock underlying the Warrants is then effective
and (ii) such shares are qualified for sale or exempt from qualification
under the applicable securities laws of the states in which the various holders
of Public Warrants reside. In order to permit the exercise of the
Warrants, IGC filed a post-effective amendment on Form S-3 to IGC’s registration
statement on Form S-1, which post-effective amendment was declared effective by
the Securities and Exchange Commission on March 17, 2008.
On July
15, 2008, IGC inadvertently filed its annual report on Form 10-KSB for the
fiscal year ended March 31, 2008 after the EDGAR cut-off point for filings on
that date to be deemed filed on that date. Accordingly, the Form
10-KSB was deemed to be filed on July 16, 2008, one day after the extended
deadline for filing. Because the filing was deemed late, IGC became
no longer entitled to use Form S-3 for the registration of its securities, and
the existing S-3 registering the Warrant Shares ceased to be
effective. IGC intends to file a registration statement
on Form S-1 to register the Warrant Shares and to permit the resumption of the
exercise of the Warrants, but there can be no guarantee when or if such a
registration statement will become effective.
FORWARD-LOOKING
STATEMENTS
Certain statements in this Currant
Report on Form 8-K constitute "forward-looking statements" within the meaning of
the Federal Private Securities Litigation Reform Act of 1995. While
forward-looking statements sometimes are presented with numerical specificity,
they are based on various assumptions made by management regarding future events
over which we have little or no control. Forward-looking statements
may be identified by words including "anticipate," "believe," "estimate,"
"expect" and similar expressions. We caution readers that
forward-looking statements, including without limitation, those relating to
future business prospects, revenues, working capital, liquidity, and income, are
subject to certain risks and uncertainties that would cause actual results to
differ materially from those indicated in the forward-looking
statements. Factors that could cause actual results to differ from
forward-looking statements include the concentration of our revenues, risks
involved in contracting with our customers, including difficulties to accurately
estimate costs when bidding on a contract and the occurrence of start-up costs
prior to receiving revenues and contract with fixed price provisions, government
contracting risks, potential conflicts of interest, difficulties we may have in
attracting and retaining management, professional and administrative staff,
fluctuation in quarterly results, risks related to acquisitions and acquisition
strategy, continued favorable banking relationships, the availability of capital
to finance operations and ability to make payments on outstanding indebtedness,
weakened economic conditions, acts of terrorism, risks related to competition
and our ability to continue to perform efficiently on contracts, and other risks
and factors identified from time to time in the reports we file with the
Securities and Exchange Commission ("SEC"), including our Annual Report on Form
10-KSB. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected.
Forward-looking statements are
intended to apply only at the time they are made. Moreover, whether
or not stated in connection with a forward-looking statement, the Company
undertakes no obligation to correct or update a forward-looking statement should
we later become aware that it is not likely to be achieved. If the
Company were to update or correct a forward-looking statement, you should not
conclude that the Company will make additional updates or correction
thereafter.
(d)
Exhibits
99.1 None
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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INDIA
GLOBALIZATION CAPITAL, INC.
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Date:
July 30, 2008
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By:
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/s/ John
Selvaraj
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John
Selvaraj
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Treasurer
and Principal Financial and Accounting
Officer
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Exhibit
Index
99.1 None.