AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
REPORT (DATE OF EARLIEST EVENT REPORTED): December 23,
Standard Energy Corp.
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
OR OTHER JURISDICTION
North Scottsdale Road
OF PRINCIPAL EXECUTIVE OFFICES)
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
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)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
1.01 Entry into a Material Definitive Agreement
December 23, 2010 (the “Closing Date”),
American Standard Energy Corp. (hereinafter referred to as the “Company”, “we,” “us” or “our”) closed
a private placement offering (the “Placement”), by
raising proceeds of $750,000, through the sale of 230,770 shares of the
Company’s common stock at a price of $3.25 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 100% of the number
of common shares underlying the Placement at an exercise price of $3.50 per
share (the “Exercise
Price”) to an accredited investor (the “Investor”).
number of common shares to be issued upon the exercise of the Warrants is
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.
foregoing description of the Placement and Warrants 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.
3.02 Unregistered Sales of Equity Securities
information pertaining to the sale of the Common Stock and Warrants in Item 1.01
is incorporated herein by reference in its entirety
connection with the Placement, we issued to the Investor 230,770 common shares
and Warrants to purchase an aggregate of 230,770 common shares, at an exercise
price of $3.50 per share (the “Securities”).
Securities were not registered under the Securities Act of 1933. The
issuance of the Securities was exempt from registration, pursuant to Section
4(2) of the Securities Act of 1933. These Securities qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance of
the Securities by us did not involve a public offering. The offering was not a
“public offering” as defined in Section 4(2) due to the insubstantial number of
persons involved in the transaction, the size of the offering and the manner of
the offering and number of the Securities offered. We did not undertake an
offering in which we sold a high number of securities to a high number of
investors. In addition, the Investor had the necessary investment intent as
required by Section 4(2) since they agreed to and received share certificates
bearing a legend stating that such securities are restricted pursuant to Rule
144 of the 1933 Securities Act. This restriction ensures that the Securities
would not be immediately redistributed into the market and therefore not be part
of a “public offering.” Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for this transaction.
9.01Financial Statement and Exhibits
of Subscription Agreement.
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.
Standard Energy Corp.
December 27, 2010