Attached files
| file | filename |
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| EX-10.2 - American Standard Energy Corp. | v199896_ex10-2.htm |
| EX-10.1 - American Standard Energy Corp. | v199896_ex10-1.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): October 20,
2010
Famous
Uncle Al’s Hot Dogs & Grille, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
|
Delaware
|
333-132948
|
20-2791397
|
|
(STATE
OR OTHER JURISDICTION OF
INCORPORATION
OR ORGANIZATION)
|
(COMMISSION
FILE NO.)
|
(IRS
EMPLOYEE
IDENTIFICATION
NO.)
|
60
East Rio Salado Parkway
Suite
900
Tempe,
AZ 85281
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(408)
366-5818
(ISSUER
TELEPHONE NUMBER)
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
October 20, 2010 (the “Closing Date”), Famous Uncle Al’s Hot Dogs & Grille,
Inc. (hereinafter referred to as the “Company”, “we,” “us” or
“our”) closed (the “Closing”) on a private placement offering
(“Placement”), by raising proceeds of $1,200,000, through the sale of 452,830
shares of the Company’s common stock at a price of $2.65 per share (the “Stock
Price”) and a number of four-month warrants (the “Warrants”) exercisable into a
number of shares of common stock equal to 150% of the number of common shares
underlying the Placement at an exercise price of $2.75 per share to two
accredited investors (the “Investors”).
The
number of common shares to be received upon the exercise or conversion of the
Warrants are subject to adjustment upon the occurrence of certain events, such
as stock splits, stock dividends, our recapitalization or the issuance of shares
at a lower price per share than the Exercise Price.
The
foregoing description of the transaction agreements contemplated in the Offering
is qualified in its entirety by reference to the complete text of the exhibits
attached hereto. Copies of the Form of Subscription Agreement and
Form of Warrant are attached hereto as Exhibits 10.1 and 10.2.
Item
3.02 Unregistered Sales of Equity Securities
The
information pertaining to the sale of the Common Stock and Warrants in Item 1.01
is incorporated herein by reference in its entirety.
In
connection with the Closing, we issued to the Investors 452,830 common shares
and Warrants to purchase an aggregate of 679,245 common shares, at an exercise
price of $2.75 per share.
Such
securities were not registered under the Securities Act. The issuance of these
securities was exempt from registration under the safe harbor provided by
Section 4(2) of the Securities Act. We made this determination based on the
representations of Investors, which included, in pertinent part, that such
shareholders were either (a) “accredited investors” within the meaning of Rule
501 of Regulation D promulgated under the Securities Act, or (b) not a “U.S.
person” as that term is defined in Rule 902(k) of Regulation S under the Act,
and upon such further representations from the Investors that (a) the Investor
is acquiring the securities for his, her or its own account for investment and
not for the account of any other person and not with a view to or for
distribution, assignment or resale in connection with any distribution within
the meaning of the Securities Act, (b) the Investor agrees not to sell or
otherwise transfer the purchased shares unless they are registered under the
Securities Act and any applicable state securities laws, or an exemption or
exemptions from such registration are available, (c) the Investor has knowledge
and experience in financial and business matters such that he, she or it is
capable of evaluating the merits and risks of an investment in us, (d) the
Investor had access to all of our documents, records, and books pertaining to
the investment and was provided the opportunity to ask questions and receive
answers regarding the terms and conditions of the offering and to obtain any
additional information which we possessed or were able to acquire without
unreasonable effort and expense, and (e) the Investor has no need for the
liquidity in its investment in us and could afford the complete loss of such
investment. In addition, there was no general solicitation or advertising
involved in the sale securities.
Item
9.01Financial Statement and Exhibits.
|
(d)
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Exhibits
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Exhibit
Number
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Description
|
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10.1
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Form
of Subscription Agreement.
|
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10.2
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Form
of Warrant.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
|
NXT
Nutritionals Holdings, Inc.
|
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Date:
October 25, 2010
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By:
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/s/
Scott Feldhacker
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Name:
Scott Feldhacker
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Title:
Chief Executive Officer
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