- Current report filing (8-K)
17 Julho 2009 - 6:21PM
Edgar (US Regulatory)
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)
July 14, 2009
STINGER SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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000-51822
(Commission
File Number)
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30-0296398
(IRS Employer
Identification No.)
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5505 Johns Road, Suite 702
Tampa, Florida 33634
(Address of principal executive offices, including zip code)
(813) 281-1061
Registrants 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section 1 Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
The information set forth under Item 3.02 is incorporated by reference.
Section 2 Financial Information
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 3.02 is incorporated by reference.
Section 3 Securities and Trading Markets
Item 3.02. Unregistered Sales of Equity Securities.
On July 14, 2009, Stinger Systems, Inc. (the Company) closed a private placement transaction
(the Offering) with certain institutional investors (the Investors) pursuant to which the
Company issued and sold to the Investors senior secured convertible notes (the Notes) in an
aggregate principal amount of $650,000 and warrants which are exercisable immediately to purchase
4,062,500 shares of the Companys common stock (the Warrants) at a price of $0.20 per share. The
Notes are convertible into 3,250,000 shares of the Companys common stock at a price of $0.20 per
share. Subject to the terms of the Notes, the Company, at its option, may pay any portion of the
interest then due on the Notes in cash or may elect to issue the Investors shares of the Companys
common stock.
The Offering was completed pursuant to a Securities Purchase
Agreement dated July 14, 2009 (the Purchase Agreement) by and among the Company
and the Investors. The Purchase Agreement, the Senior Secured
Convertible Note issued by the Company to Castlerigg Master
Investments Ltd. (Castlerigg) dated July 14, 2009, the
Senior Secured Convertible Note issued by the Company to Debt
Opportunity Fund, LLLP (DOF) dated July 14, 2009, the Warrant issued by the Company
to Castlerigg dated July 14, 2009, the Warrant issued by the
Company to DOF dated July 14, 2009 and the related security agreements are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 respectively,
to this Current Report on Form 8-K. Pursuant to the Purchase
Agreement, each of Castlerigg and DOF paid $150,000 towards the total purchase price for their Notes and the Warrants. The Company expects that the remainder of the purchase
price will be paid by Castlerigg and DOF on or before July 15, 2009. Neither the shares to be issued upon conversion of the Notes nor upon exercise of the Warrants have been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States in the absence of effective registration statement or exemption from the registration requirements.
The Notes and the Warrants were offered and sold to
accredited investors (as defined in section 501(a) of Regulation D) pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act.
In connection with the Offering, and pursuant to the Purchase Agreement, the Company and the
investors from the Companys August 2007, February 2008 and September 2008 offerings (collectively,
the Prior Offerings) amended and restated (i) the senior secured convertible note (as so amended
and restated, the Amended and Restated Note) issued in the September 2008 offering, (ii) the
amended and restated senior secured convertible note (as so amended and restated, the Second
Amended and Restated Note) originally issued in the February 2008 offering and amended and
restated in the September 2008 offering and (iii) the amended and restated senior secured
convertible note (as so amended and restated, the Third Amended and Restated Note) originally
issued in the August 2007 offering and amended and restated in each of the February 2008 and
September 2008 offerings. The investors from the Prior Offerings consented to the Offering. The
Amended and Restated Note, the Second Amended and Restated Note and the Third Amended and Restated
Note are attached as Exhibits 10.8, 10.9, and 10.10, respectively, to this Current Report on Form
8-K.
All exhibits attached hereto are incorporated herein by reference.
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Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1
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Securities Purchase Agreement dated July 14, 2009 among
Stinger Systems, Inc. and the investors party thereto
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10.2
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Senior Secured Convertible Note issued by Stinger Systems,
Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009
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10.3
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Senior Secured Convertible Note issued by Stinger Systems,
Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009
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10.4
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Warrant issued by Stinger Systems, Inc. to Castlerigg Master
Investments Ltd. dated July 14, 2009
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10.5
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Warrant issued by Stinger Systems, Inc. to Debt Opportunity
Fund, LLLP dated July 14, 2009
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10.6
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First Amended and Restated Security Agreement dated July 14,
2009
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10.7
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Second Amended and Restated Security Agreement, dated July 14,
2009
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10.8
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Amended and Restated Senior Secured Note dated July 14, 2009
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10.9
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Second Amended and Restated Senior Secured Note dated July 14, 2009
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10.10
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Third Amended and Restated Senior Secured Convertible Note
dated July 14, 2009
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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STINGER SYSTEMS, INC.
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/s/ Robert Gruder
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Robert Gruder
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Chairman and President
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Date:
July 14, 2009
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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10.1
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Securities Purchase Agreement dated July 14, 2009 among
Stinger Systems, Inc. and the investors party thereto
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10.2
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Senior Secured Convertible Note issued by Stinger Systems,
Inc. to Castlerigg Master Investments Ltd. dated July 14, 2009
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10.3
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Senior Secured Convertible Note issued by Stinger Systems,
Inc. to Debt Opportunity Fund, LLLP dated July 14, 2009
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10.4
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Warrant issued by Stinger Systems, Inc. to Castlerigg Master
Investments Ltd. dated July 14, 2009
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10.5
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Warrant issued by Stinger Systems, Inc. to Debt Opportunity
Fund, LLLP dated July 14, 2009
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10.6
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First Amended and Restated Security Agreement dated July 14,
2009
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10.7
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Second Amended and Restated Security Agreement, dated July 14,
2009
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10.8
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Amended and Restated Senior Secured Note dated July 14, 2009
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10.9
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Second Amended and Restated Senior Secured Note dated July 14, 2009
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10.10
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Third Amended and Restated Senior Secured Convertible Note
dated July 14, 2009
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5
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