Attached files
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): January 29, 2010
GULFSTREAM
INTERNATIONAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33884
|
20-3973956
|
||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
3201
Griffin Road, 4th Floor, Ft. Lauderdale, Florida 33312
Telephone
No.: (954) 985-1500
|
||
|
(Address
and telephone number of Registrant's principal executive
offices and principal place of business)
|
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 January 29, 2010, Gulfstream
International Group, Inc. (the “Company”) consummated
the first closing under a Unit Purchase Agreement (the “Purchase Agreement”)
with seven accredited investors (the “Investors”) pursuant
to which the Company sold to the Investors units of its securities (the “Units”) consisting of
(i) one share (the “Shares”) of common
stock of the Company, par value $0.01 per share (the “Common Stock”); and
(ii) warrants to purchase three-quarters of a share of Common Stock (the “Warrants”), at a per
Unit purchase price of $1.40 for aggregate gross proceeds of $327,300 (the
“Offering”).
Upon completion of the first closing of the Offering, the Company sold to the
Investors an aggregate of 233,786 Shares and Warrants to purchase an aggregate
of 175,339 shares of Common Stock.
The Warrants expire on July 29, 2013
and are exercisable into shares of Common Stock beginning on July 29, 2010 at an
exercise price equal to $3.00 per share, subject to adjustment as set forth in
the Warrants.
On
January 29, 2010, the Company and the Investors entered into a Registration
Rights Agreement under which the Company is obligated to file a registration
statement (the “Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) registering the
Shares and the shares of Common Stock issuable upon exercise of the Warrants for
resale by the Investors on or prior to April 1, 2010, but in no event later than
April 15, 2010 if the Company files with the SEC an extension to file its Annual
Report on Form 10-K for the year ended December 31, 2009 (the “Filing
Date”). In addition, the Company agreed to use its best
efforts to cause the SEC to declare the Registration Statement effective by the
earlier of (i) 150 days following the Filing Date; and (ii) 180 days following
the Filing Date if the SEC conducts a full review of the Registration
Statement.
In
connection with the first closing of the Offering, the Company paid/issued the
placement agent (i) cash commissions in the amount of 9% of the total purchase
price received by the Company in the first closing; (ii) a non-accountable
expense allowance equal to 2% of the total purchase price received by the
Company in the first closing; and (iii) Warrants to purchase 18,703 shares of
Common Stock, which represents 8% of the aggregate amount of Shares sold as part
of the Units in the first closing.
The
foregoing is a summary of certain material terms and conditions of the Purchase
Agreement, the Warrants, and the Registration Rights Agreement, and not a
complete discussion of such agreements. Accordingly, the foregoing is
qualified in its entirety by reference to the full text of those agreements
attached to this Current Report on Form 8-K in Exhibits 10.1, 10.2 and
10.3, respectively, and incorporated herein by reference.
ITEM 3.02
UNREGISTERD SALES OF EQUITY SECURITIES.
The
disclosure set forth in Item 1.01 to this Current Report is incorporated into
this item by reference. The Company’s issuance of the Shares and
Warrants were made in reliance upon the exemption from registration for
non-public offerings under §4(2) of the Securities Act of 1933, as
amended.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Form
of Unit Purchase Agreement.
|
|
|
10.2
|
Form
of Warrant.
|
|
|
10.3
|
Form
of Registration Rights Agreement.
|
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.
|
GULFSTREAM
INTERNATIONAL GROUP, INC.
|
||
|
Date: February 2,
2010
|
By:
|
/s/
Robert M. Brown
|
|
Robert
M. Brown
|
||
|
Chief
Financial Officer
|
||