apogee8k.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
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED): June 4, 2010
APOGEE
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
001-10456
|
|
04-3005815
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File
Number)
|
|
(IRS
employer
identification
no.)
|
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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 June
4, 2010, Apogee Technology, Inc.’s Board of Directors approved transactions
for converting $585,000 in notes from Robert Schacter, et al (TYJO Corporation
Money Purchase Pension Plan, Mr. Robert Schacter, as Custodian for Tyler
Schacter UTMA/CA, and Mr. Robert Schacter, as Custodian for Joseph Schacter
UTMA/CA) into Apogee common stock at $1 per share for a total of 585,000
shares.
On June
4, 2010, Apogee Technology, Inc.’s Board of Directors approved providing
151,750 additional warrants to Robert Schacter, et al for extending his various
loans past their original due dates.
On June
4, 2010, Apogee Technology, Inc.’s Board of Directors approved a
transaction granting TYJO Corporation Money Purchase Pension Plan 50,000 common
shares of Apogee stock along with 25,000 three (3) year warrants each with an
exercise price of $1.00 per share in exchange for $50,000 in cash.
On June
26, 2010 Herbert M. Stein and Robert Schacter, et al accepted Apogee’s offer to
convert the interest as of April 15, 2010 on their notes into common stock at $1
per share. Mr. Stein converted his $204,097.63 in interest due into
204,098 shares of Apogee common stock. Robert Schacter converted his
$82,024.14 in interest into 82,024 shares of Apogee common stock.
On July
9, 2010, Apogee Technology, Inc.’s Board of Directors approved a
transaction granting TYJO Corporation Money Purchase Pension Plan 25,000 common
shares of Apogee stock along with 12,500 three (3) year warrants each with an
exercise price of $1.00 per share in exchange for $25,000 in cash.
On July
21, 2010, Apogee Technology, Inc.’s Board of Directors approved a
transaction for Angelika Dunner to purchase 25,000 common shares of Apogee stock
at $1.00 per share along with 12,500 three (3) year warrants each with an
exercise price of $1.00 per share in exchange for $25,000 in cash
On July
21, 2010, Apogee Technology, Inc.’s Board of Directors approved a
transaction for Friedrich Reiner to purchase 20,000 common shares of Apogee
stock at $1.00 per share along with 10,000 three (3) year warrants each with an
exercise price of $1.00 per share in exchange for $20,000 in cash
The
documents are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 and are
incorporated herein by reference.
These
warrants have been documented using the form of warrant, Exhibit 99.5,
attached.
|
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
|
The
information required by this Item 3.02 is set forth in Item 1.01 above, which is
incorporated herein by reference.
|
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
(d) Exhibits
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
Portion
of the edited June 4, 2010 Apogee Board Minutes approving transactions
referenced above
|
|
|
|
Spreadsheet
detailing interest conversion of Mr. Herbert M. Stein’s and Mr. Robert
Schacter, et al. interest due as of April 15, 2010 into Apogee
common stock along with portion of edited Board Minutes from April 16,2010
Board Meeting approving offer.
|
|
|
|
Portion
of the edited July 9, 2010 Apogee Board Minutes approving transactions
referenced above
|
|
|
|
Portion
of Unanimous Consent dated June 21, 2010 approving Stock Subscription
Agreements for Angelika Dunner and for Friedrich Reiner
|
|
|
|
Form
of Warrant
|
2
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.
|
|
|
APOGEE
TECHNOLOGY, INC.
|
|
|
|
|
|
Dated:
July 23, 2010
|
|
By:
|
/s/
Paul J. Murphy
|
|
|
|
Paul
J. Murphy
|
|
|
|
Chief
Financial Officer
|
3