UNITED
STATES
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: December 15, 2010
(Date of
earliest event reported)
Banyan
Rail Services Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-9043
(Commission
File
Number)
|
36-3361229
(I.R.S.
Employer
Identification
No.)
|
|
2255
Glades Road, Suite 342-W, Boca Raton, Florida
(Address
of principal executive offices)
|
33431
(Zip
Code)
|
561-443-5300
(Registrant’s
telephone number, including area code)
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:
¨ 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
3.02. Unregistered Sales of Equity
Securities.
On
November 30, 2010, Banyan Rail Services Inc. (the “Company”) issued a total of
400 shares of Series A Preferred Stock to three private investors for $100 a
share, or $40,000 in total. On November 12, 2010, the Company issued 1,500
shares of its Series B Preferred Stock to Patriot Rail Services, Inc. (“Patriot
Rail”) for $100 a share or $150,000 in total. Gary O. Marino, the Company’s
chairman and chief executive officer, is the president of Patriot Rail and a
significant stockholder of Patriot Rail’s parent company. On December 15, 2010,
the Company issued an additional 2,000 shares of Series B Preferred Stock to
Patriot Rail on the same terms. The proceeds from the sale of the preferred
shares were used for working capital purposes.
The
issuance price of the Series A Preferred Stock is $100 a share and it is
convertible by the holder at any time into the Company’s common stock at a price
of $2.00 per share of common stock, subject to adjustment for stock dividends,
stock splits and reorganizations. The issuance price of the Series B Preferred
Stock is $100 a share and it is convertible by the holder at any time after
certain events (the dates of which cannot presently be determined) have occurred
or October 15, 2013, into the Company’s common stock at a price of $2.25 per
share of common stock, subject to adjustment for stock dividends, stock splits
and reorganizations. At that time the Company may also elect to convert or
redeem the Series B Preferred Stock.
The
issuances of the preferred shares were made in reliance on Section 4(2) of the
Securities Act of 1933 for the offer and sale of securities not involving a
public offering and Rule 506 of Regulation D of the Securities Act.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Banyan
Rail Services Inc.
|
|
|
By:/s/ Larry
Forman
|
|
|
Name: Larry
Forman
Title: Chief
Financial Officer
|
Dated: December
21, 2010