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): June 4, 2010
PLASTINUM
POLYMER TECHNOLOGIES CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-52128
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20-4255141
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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
Number)
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Identification
No.)
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10100
Santa Monica Blvd., Suite 300
Los
Angeles, CA 90067
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 651-9972
(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 (see General Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
□ 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 June
4, 2010, Plastinum Polymer Technologies Corp. (the “Company”) entered into a
Participation Agreement (the “Participation Agreement”) with Richard von
Tscharner (the “Investor”), pursuant to which the Company sold and issued to the
Investor a 15% equity stake in the Company’s Dutch subsidiary, PPT Holding B.V.
(“PPT”), for 5 million Euros. The payment of the 5 million Euros was
made in two installments, whereby a first installment of 3 million Euros was
paid by RT to PPT, out of which funds PPT repaid a Bridge Loan previously made
by RT to PPT on April 16, 2010 (including accrued interest thereon), and a
second installment of 2 million Euros was paid by the Investor to
PPT.
The
Participation Agreement was entered into between the parties with the
understanding that the Company is contemplating the reorganization described
under Item 8.01 below. Pursuant to the Participation Agreement, among
other things, the Investor received a “put” right to exchange the equity stake
it received in PPT thereunder for a 15% equity stake in the Company, on a
fully-diluted basis, in the event that the reorganization referred to under Item
8.01 does not take place.
Item
3.02 Unregistered Sales of Equity Securities.
Pursuant
to the Participation Agreement described under Item 1.01 above, the Company
granted to the Investor a “put” right to exchange the equity stake he received
in PPT under the Participation Agreement for such number of shares of the
Company’s Common Stock equivalent to 15% of the Company’s Common Stock, on a
fully-diluted basis, or 32,675,608 shares of Common Stock, in the event that the
reorganization described under Item 8.01 does not take place. Such
“put” right was granted without registration under the Securities Act of 1933 in
reliance on Regulation S thereunder.
Item
8.01 Other Events.
Plastinum
Polymer Technologies Corp. (the “Company”) is contemplating a reorganization
which would result in the Company’s securities no longer being traded in the
United States, but instead the Company’s business operations, which are
controlled by its subsidiary PPT Holding B.V. (“PPT”), will be publicly traded
under PPT on a European securities market and the Company security holders will
become PPT security holders (the “Reorganization”). The
Reorganization is proposed to be accomplished by (i) the transfer by the Company
of all of its assets and liabilities to PPT, (ii) the holders of the Company’s
securities receiving securities in PPT similar to the securities owned in the
Company via a liquidating distribution from the Company, (iii) the shares of PPT
being publicly traded on a European market and (iv) the shares of Common Stock
of the Company being deregistered under the federal securities laws. No
final determination has been made by the Company regarding the
Reorganization. In the event that the Company determines to proceed
with the Reorganization, the matter will be put forth for a vote at
a meeting of the Company’s stockholders. The Company will
advise its stakeholders when a final determination regarding the Reorganization
has been made.
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.
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PLASTINUM
POLYMER TECHNOLOGIES CORP.
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Dated:
June 7, 2010
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By:
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/s/
Jacques
Mot
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Jacques
Mot
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President
and Chief Executive Officer
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