SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 3, 2010
Environmental
Infrastructure Holdings Corp.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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333-124704
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32-0294481
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
Barr Harbor Drive, Ste. 400
West
Conshohocken, PA 19428
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s telephone number,
including area code: (866)
629-7646
(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):
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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
240.14d-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
240.13e-4(c))
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Item
8.01
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Other
Events.
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As of
December 3, 2010, the Company’s Xiom subsidiary obtained the agreement of the
parties to discontinue a lawsuit without prejudice regarding certain of Xiom’s
convertible debentures. Specifically, holders of $820,000 of Xiom’s 7%
Convertible Exchange Notes Due: April 1, 2012 previously commenced an action
against Xiom and Environmental Infrastructure Holdings Corp. (“EIHC”) in the
Supreme Court of the State of New York, Queens County (the “Court”), under which
action those holders alleged the occurrence and continuance of certain defaults
under those notes. Under the agreement, in addition to cancelling the lawsuit,
the holders have also agreed to forbear from prosecuting the action, or any
other lawsuit related to the defaults under the Notes, until at least May 12,
2011. In consideration of this agreement, Xiom and EIHC have issued,
respectively, restated notes and warrants to the holders. The restated notes
provide for a conversion price of $0.25 per share and extended their due date to
April 1, 2014. The restated warrants provide for a conversion price of $0.50 per
share and extended their expiration to April 2014. Each warrant gives the holder
the right to purchase 2 shares for each $1 face value of their original notes.
Under the restated notes, EIHC agreed to reserve shares for issuance, to
register any conversion shares within 90 days, and to anti-dilution provisions.
Under the restated warrant, EIHC agreed to piggyback registration rights for
shares acquired under exercise of the warrants. Xiom and EIHC also agreed to pay
the holders’ legal costs for the settlement and related filings.
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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Date:
December 8, 2010
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ENVIRONMENTAL
INFRASTRUCTURE
HOLDINGS
CORP.
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By:
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/s/ Michael D. Parrish
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Name:
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Michael D.
Parrish
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Title:
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Chairman and Chief Executive
Officer
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