UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 13, 2010 (December 21,
2009)
MAGNUM D’OR RESOURCES,
INC.
(Exact
name of registrant as specified in its Charter)
Nevada
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0-31849
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80-0137402
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
No.)
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Identification
No.)
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1326
S.E. 17th Street, #513, Ft. Lauderdale,
Florida
33316
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(Address
of principal executive offices)
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(305)
420-6563
(Registrant’s
telephone number, including area code)
N/A
(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:
o
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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
240.24d-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 CFR
240.23e-4(c))
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Explanatory Note: This
Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) amends the Current
Report of Magnum D'Or Resources, Inc. on Form 8-K filed with the Securities and
Exchange Commission on December 23, 2009 (the “Original
Report”). This Form 8-K/A is being filed to disclose the commission
paid to Chardan Capital Markets, LLC (the “Placement Agent”) in connection with
their engagement as placement agent for the transaction described
below. Except as described above, no other changes have been made to
the Original Report.
Item
1.01 Entry
into a Material Definitive Agreement.
On
December 21, 2009, Magnum D'Or Resources, Inc. (OTC Bulletin Board: MDOR) (the
"Company"), a
next generation rubber recycling solutions company, entered into a definitive
purchase agreement with institutional investors to place Senior Secured
Convertible Notes (the “Notes”) due December
2010 totaling $3.5 million in gross proceeds before fees and expenses (the
“Transaction”). The
Transaction closed on December 23, 2009 (the “Closing
Date”). The net proceeds of the financing will be used for
general corporate purposes, including the purchase of machines and equipment to
produce recycled fine rubber powders, site work and working
capital.
The Notes
will bear interest at an annual rate of 9% payable quarterly in, at the
Company's option, cash or, subject to the satisfaction of certain customary
conditions, registered shares of the Company $.001 par value common stock (the
“Common Stock”), and the Notes will be convertible into shares of Common Stock
at a conversion price of $1.21 at any time. In
connection with the issuance of the Notes, the Company issued Series A Warrants
to purchase 2,169,422 shares of the Company's Common Stock, Series B Warrants to
purchase 2,892,562 shares of the Company's Common Stock, and Series C Warrants
to purchase 2,169,422 shares of the Company's Common Stock (the Series A, Series
B and Series C Warrants are referred to herein as the “Warrants”). In
addition, in connection with the services provided by a placement agent with
respect to the Transaction, the Company issued the placement agent 65,083 Series
A Warrants, 86,777 Series B Warrants and 65,083 Series C
Warrants. The exercise price for the Warrants is $1.21 per share, and
each class of Warrant is exercisable for five years from the date of
issuance. The Notes and each class of the Warrants contain
full-ratchet and other customary anti-dilution protections.
The
Company and its subsidiaries also entered into a Security Agreement to secure
payment and performance of the Company's obligations under the Notes pursuant to
which the Company and its subsidiaries granted the investors a security interest
in all of their respective property. Each subsidiary of the Company also
executed a Guaranty Agreement pursuant to which each subsidiary guaranteed all
of the Company's obligations under the Notes.
The
Company also executed a Registration Rights Agreement pursuant to which the
Company is required to file a registration statement within 45 days of the
Closing Date, and the Company will use its reasonable best efforts to cause the
registration statement to be declared effective within 90 days of the Closing
Date and 120 days in the event the SEC reviews the registration
statement.
Item
3.02 Unregistered
Sales of Equity Securities
The
information set forth in Item 1.01 hereof is incorporated by reference into this
Item 3.02. The Notes and the Warrants were issued in reliance on
exemptions from registration under Section 4(2) of the Securities Act of 1933,
as amended (the “Act”), and Rule 506
of Regulation D promulgated under the Act. These transactions
qualified for exemption from registration because among other things, the
transactions did not involve a public offering, each investor was an accredited
investor and/or qualified institutional buyer, each investor had access to
information about the Company and their investment, each investor took the
securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
Item
7.01 Regulation
FD Disclosure.
On
December 22, 2009, the Company issued a press release entitled “Magnum D'Or
Resources (MDOR) Executes a Securities Purchase Agreement that Provides $3.5MM
in Convertible Debt Financing.” A copy of the press release is
furnished herewith as Exhibit 99.1.
The
information in this Item 7.01 of this Form 8-K is being furnished and shall not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to the liabilities of that section. The
information in this Item 7.01 of this Form 8-K also shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates it by reference.
ITEM
9.01. Financial
Statements and Exhibits.
Exhibits.
10.1
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Securities
Purchase Agreement dated December 21, 2009.*
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10.2
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Form
of Senior Secured Convertible Note*
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10.3
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Form
of Security Agreement*
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10.4
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Form
of Registration Rights Agreement*
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10.5
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Form
of Guaranty Agreement*
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10.6
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Form
of Series A Warrant*
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10.7
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Form
of Series B Warrant*
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10.8
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Form
of Series C Warrant*
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99.1
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Press
Release entitled “Magnum D'Or Resources (MDOR) Executes a Securities
Purchase Agreement that Provides $3.5MM in Convertible Debt Financing”
dated December 22, 2009. *
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*
Previously filed with the original Current Report of Magnum D'Or
Resources, Inc. on Form 8-K filed with the Securities and Exchange Commission on
December 23,
2009
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 thereunto
duly authorized.
Magnum
d'Or Resources Inc.
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(Registrant)
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Date:
January 13, 2009
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By:
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/s/ Joseph
J. Glusic
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Joseph
J. Glusic
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Chief
Executive Officer and President
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EXHIBIT
INDEX
Exhibit
Number Description
10.1
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Securities
Purchase Agreement dated December 21, 2009.*
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10.2
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Form
of Senior Secured Convertible Note*
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10.3
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Form
of Security Agreement*
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10.4
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Form
of Registration Rights Agreement*
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10.5
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Form
of Guaranty Agreement*
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10.6
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Form
of Series A Warrant*
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10.7
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Form
of Series B Warrant*
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10.8
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Form
of Series C Warrant*
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99.1
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Press
Release entitled “Magnum D'Or Resources (MDOR) Executes a Securities
Purchase Agreement that Provides $3.5MM in Convertible Debt Financing”
dated December 22, 2009. *
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*
Previously filed with the original Current Report of Magnum D'Or
Resources, Inc. on Form 8-K filed with the Securities and Exchange Commission on
December 23,
2009