Attached files
| file | filename |
|---|---|
| EX-10.4 - PURCHASE ORDER - Global Resource CORP | globalres-ex1004.htm |
| EX-99.1 - PRESS RELEASE - Global Resource CORP | globalres_ex9901.htm |
| EX-10.3 - SECURITY AGREEMENT - Global Resource CORP | globalres-ex1003.htm |
| EX-10.1 - LICENSE AGREEMENT - Global Resource CORP | globalres_ex1001.htm |
| EX-10.2 - AMEND 1 TO LICENSE AGR - Global Resource CORP | globalres-ex1002.htm |
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): October 14, 2009
Global
Resource Corporation
(Exact
Name of Registrant as Specified in its Charter)
| Nevada | 000-50944 | 84-1565820 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1000
Atrium Way, Suite 100
Mount
Laurel, New Jersey 08054
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (856) 767-5665
(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 Company 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))
oPre-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
October 14, 2009, Global Resource Corporation (the “Company”) entered into a
License Agreement with Universal Alternative Fuels, Inc. (“UAF”). On
the same day, the Company and UAF entered into Amendment Number 1 to the License
Agreement. Copies of the License Agreement and Amendment Number 1
thereto are attached hereto as Exhibits 10.1 and 10.2, respectively, and
incorporated herein by reference in their entirety. Pursuant to the
terms of the License Agreement, in material part, (i) UAF purchased an
exclusive, world-wide, royalty-free license, with the right to sub-license and
effective for an unlimited time, to use and exploit the Company’s intellectual
property and technological know-how for the microwave processing of oil shale
and coal and the recovery of energy, energy-producing materials and by-products
from oil shale and coal; (ii) UAF paid to the Company a license fee of $750,000
and will issue to the Company shares of common stock of UAF equal to 20% of the
issued and outstanding shares of UAF common stock; and (iii) UAF agreed to
purchase exclusively from the Company all machines to be manufactured for UAF
(or its sublicensees) under the License Agreement, subject to the Company’s
ability to manufacture such machines.
In
connection with the execution of the License Agreement, the Company entered into
a Security Agreement with UAF granting to UAF first priority security interests
in (i) the Company’s existing prototype machine in Rockford, Illinois (the
“Existing Prototype Machine”) and (ii) the Company’s patent rights, technology
and trademarks as applied to the oil shale and coal fields of
use. The security interests secure the amount of $1.7 million,
including (i) the amount of $843,000 credited towards the purchase price of the
initial machine as described in the next paragraph, (ii) the $750,000 cash
portion of the license fee paid by UAF and (iii) all other obligations of the
Company to UAF under the Security Agreement and the License
Agreement. The security interests granted pursuant to the Security
Agreement will terminate and be released upon acceptance by UAF of the initial
machine described in the next paragraph. A copy of the Security
Agreement is attached hereto as Exhibit 10.3 and incorporated herein by
reference in its entirety.
Contemporaneous
with the execution of the License Agreement, UAF issued a purchase order to the
Company for an initial machine capable of processing one ton per hour of oil
shale (the “Purchase Order”). The purchase price for the initial
machine is based on a formula related to the Company’s cost to manufacture the
initial machine and will not exceed $3.5 million. Payment of the
purchase price is as follows: (i) UAF will pay $500,000 to the Company six
months from the date of the Purchase Order, (ii) UAF will pay $500,000 to the
Company nine months from the date of the Purchase Order, (iii) a deemed deposit
by UAF of $843,000 was credited against the purchase price on the date of the
Purchase Order, and (iv) the balance of the purchase price will be paid upon
completion of the initial machine, demonstration that it meets the warranted
purpose and acceptance of it by UAF. A copy of the Purchase
Order is attached hereto as Exhibit 10.4 and incorporated herein by
reference in its entirety.
The
Purchase Order may be terminated by UAF under certain
circumstances. In such an event, the Company will have the right to
repurchase the license granted to UAF pursuant to the terms set forth in the
License Agreement. If the repurchase right is exercised, then, in
addition to reacquiring the license granted to UAF, the security interests
granted by the Company to UAF pursuant to the Security Agreement will terminate
and be released and the equity interest that the Company was granted in UAF
pursuant to the License Agreement will terminate and be cancelled. If
the repurchase right is not so exercised, then UAF will retain the license and
will have the right to foreclose on the collateral under the Security Agreement
and take immediate and exclusive possession and ownership of the Existing
Prototype Machine.
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Item
8.01 Other
Events
On
October 20, 2009, Global Resource Corporation issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and the contents of which are
incorporated herein by reference in their entirety.
Item
9.01 Financial
Statements and Exhibits
| Exhibit | Description of Exhibit |
|
10.1
|
License
Agreement, dated as of October 14, 2009, between Global Resource
Corporation and Universal Alternative Fuels, Inc.
|
|
10.2
|
Amendment
Number 1 to License Agreement, dated as of October 14, 2009, between
Global Resource Corporation and Universal Alternative Fuels,
Inc.
|
|
10.3
|
Security
Agreement, dated as of October 14, 2009, between Global Resource
Corporation and Universal Alternative Fuels, Inc.
|
|
10.4
|
Purchase
Order, issued October 14, 2009, by Universal Alternative Fuels, Inc. to
Global Resource Corporation
|
|
99.1
|
Press
Release issued by Global Resource Corporation on October 20,
2009
|
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| Global Resource Corporation | |||
|
Dated:
October 20, 2009
|
By:
|
/s/ Peter A. Worthington | |
| Peter A. Worthington | |||
| Chief Executive Officer and | |||
| Interim Chairman of the Board | |||
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