Attached files
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| EX-4.1 - XTREME GREEN ELECTRIC VEHICLES INC. | v172931_ex4-1.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): January 28, 2010
XTREME
GREEN PRODUCTS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52502
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26-2373311
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
Number)
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5475 Wynn
Road, Suite 100
Las
Vegas, Nevada 89118
(Address
of principal executive offices) (zip code)
(702)
233-4804
(Registrant's
telephone number, including area code)
2120
Jadeleaf Ct.,
Las
Vegas, Nevada 89134
(Former
name or address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
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))
1
On
January 28, 2010, Xtreme Green Products Inc. (the “Company”) entered into and
consummated the transaction contemplated under a Subscription Agreement with one
investor, Byron Georgiou. Under the terms of the Agreement, the
Company agreed to issue 2,500,000 shares of its common stock at $0.40 per share
and warrants to purchase an additional 7,500,000 shares in three tranches, as
follows: a three year warrant to purchase 2,500,000 shares of common stock at
$0.40 per share; a four year warrant to purchase 2,500,000 shares at $0.65 per
share; and a five year warrant to purchase 2,500,000 shares of common stock at
$0.75 per share.
Half of
the securities were issued on January 28, 2010 for a purchase price of
$500,000. The remainder will be issued at a second closing scheduled
to occur on March 1, 2010 when the balance of the purchase price will be
transferred to the Company.
All
securities were and will be issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended, under
Section 4(2) thereunder, as they were issued in reliance on the investor’s
representation that he is accredited (as such term is defined in Regulation D),
without general solicitation and represented by certificates that were imprinted
with a restrictive legend. In addition, the investor was provided with
sufficient access to Company information.
In
connection with the transaction, Mr. Georgiou was elected to fill an existing
vacancy on the Company’s Board of Directors.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 1 2010, the Company’s Board of Directors unanimously elected Byron
Georgiou to fill an existing vacancy on the Board, which election is to be
effective on the date the Company’s Directors and Officers insurance policy goes
into effect.
Mr.
Georgiou is one of the ten members of the Financial Crisis Inquiry Commission, a
bi-partisan commission created under the Fraud Enforcement and Recovery Act of
2009 to examine the causes, domestic and global, of the current financial and
economic crisis in the United States. Mr. Georgiou is President of
Georgiou Enterprises, with wide ranging interests including partnerships in
several private equity firms; a portfolio of carbon emission reduction projects
in China that generate carbon credits under the Kyoto protocol; and
environmental cleanup of deep coal mining sites. Since 2005, Mr.
Georgiou has served on the advisory board of the Harvard Law School Program on
Corporate Governance. In addition, since 2000, Mr. Georgiou has been
affiliated of counsel to the national law firm of Coughlin Stoia Geller Rudman
& Robbins, the world's largest plaintiffs' securities practice, and has had
a leadership role in the historic litigations prosecuting financial fraud on
behalf of defrauded investors at Enron, WorldCom, Dynegy, AOLTimeWarner, and
UnitedHealth. In 1994, he co-founded and served as President of
American Partners Capital Group, concentrating on serving the needs of
institutional investors through capital formation programs in a variety of
alternative asset categories. From 1983-1994, he was Managing Partner
and co-founder of the San Diego law firm of Georgiou, Tosdal, Levine &
Smith, a general civil practice, with emphasis on litigation and appearances
before executive and legislative governmental bodies, and representation of
labor organizations and their members, including contract negotiations and
enforcement for many California public and private sector labor organizations.
From 1980-1983, Mr. Georgiou served as Legal Affairs Secretary to California
Governor Edmund G. Brown Jr., responsible for litigation by and against the
Governor, judicial appointments, liaison with the Attorney General, Judiciary
and State Bar, legal advice to the Governor and members of his Cabinet, and
exercise of the Governor's powers of extradition and clemency. Mr.
Georgiou served from 1975-1980 in various capacities with the California
Agricultural Labor Relations Board. Mr. Georgiou received his
undergraduate degree with Great Distinction from Stanford University, attending
on a full Alfred P. Sloan academic scholarship, and his Juris Doctor degree
magna cum laude from
Harvard Law School.
In
connection with his election was granted 5 year options to purchase 150,000
shares at $.50 per share.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial statements of business acquired.
Not
applicable.
(b)
Pro forma financial information.
Not
applicable.
2
(c)
Exhibits
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Exhibit
Number
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Description
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4.1
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Form
of Warrant
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3
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Xtreme
Green Products Inc.
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February
2, 2010
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By:
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/s/ Neil
Roth
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Neil
Roth
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Chief
Financial Officer
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