Attached files
| file | filename |
|---|---|
| EX-5 - EnSync, Inc. | v206837_ex5.htm |
| EX-10.3 - EnSync, Inc. | v206837_ex10-3.htm |
| EX-10.2 - EnSync, Inc. | v206837_ex10-2.htm |
| EX-10.1 - EnSync, Inc. | v206837_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): December 29,
2010
ZBB
Energy Corporation
(Exact
name of registrant as specified in charter)
|
Wisconsin
|
001-33540
|
39-1987014
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
file
number)
|
(IRS
Employer
Identification
Number)
|
|
N93 W14475 Whittaker Way, Menomonee Falls,
Wisconsin
|
53051
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s telephone number, including area code:
|
(262) 253-9800
|
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
|
1.01.
|
Entry
Into a Material Definitive
Agreement.
|
The
Company estimates that the net proceeds to us from the Transactions will be
approximately $1,455,000 which will be used to meet the Company’s working
capital needs and general corporate purposes.
1,379,122
of the shares of common stock to be sold are being offered by the Company
pursuant to an effective shelf registration statement on Form S-3, which was
declared effective on May 13, 2009 (File No. 333-156941) (the “Registration
Statement”).
The
balance of the shares are being sold without registration under the Securities
Act of 1933, as amended (the “Act”), or state securities laws, in reliance on
the exemptions provided by Section 4(2) of the Act and/or Regulation D
promulgated thereunder and in reliance on similar exemptions under applicable
state laws. Since these shares have not been registered, they may not be offered
or sold by the investors absent registration or an applicable exemption from
registration requirements, such as the exemption afforded by Rule 144 under the
Act.
The
closing of the sale of these shares is expected to take place in early January
2011, subject to customary closing conditions, including approval of the
issuance of the shares by NYSE Amex..
The
information contained in this Current Report on Form 8-K does not constitute an
offer to sell or solicitation of offers to buy the shares or any other
securities.
A copy of
the form of Stock Purchase Agreement entered into with the investors purchasing
registered shares is attached hereto as Exhibit 10.1. In addition to this Stock
Purchase Agreement, Exhibits 5 and 23 are filed herewith in connection with the
Registration Statement and are incorporated herein by reference.
A copy of
the form of Stock Purchase Agreement entered into with the investors purchasing
unregistered shares is attached hereto as Exhibit 10.2.
On
December 29, 2010, the Company entered into a financial advisory agreement (the
“Financial Advisory Agreement”) with Stonegate Securities, Inc. (“Stonegate”).
Pursuant to the Financial Advisory Agreement, the Company agreed to pay
Stonegate a cash fee of $27,500 for financial advisory services in connection
with the Transactions and agreed to pay to or reimburse certain expenses of
Stonegate in the aggregate amount of $5,000. A copy of the Financial Advisory
Agreement is attached hereto as Exhibit 10.3 and incorporated herein by
reference.
|
Item
|
3.02.
|
Unregistered
Sales of Equity Securities.
|
The
information contained in “Item 1.01 – Entry Into a Material Definitive
Agreement” is incorporated herein by reference.
2
|
Item
|
9.01.
|
Financial
Statements and Exhibits.
|
Exhibits
The
exhibits required to be filed as a part of this Current Report on Form 8-K are
listed in the Exhibit Index attached hereto and incorporated herein by
reference.
3
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.
|
ZBB
Energy Corporation
|
||
|
Dated:
December 30, 2010
|
By:
|
/s/ Eric C. Apfelbach
|
|
Name:
Eric C. Apfelbach
|
||
|
Title: President
and CEO
|
||
EXHIBIT
INDEX
|
Exhibit No.
|
Exhibit Description
|
|
|
5
|
Opinion
of Godfrey & Kahn, S.C.
|
|
|
10.1
|
Form
of Stock Purchase Agreement, dated December 29, 2010
|
|
|
10.2
|
Form
of Stock Purchase Agreement, dated December 29, 2010
|
|
|
10.3
|
Financial
Advisory Agreement between ZBB Energy Corporation and Stonegate
Securities, Inc., dated December 29, 2010
|
|
|
23
|
|
Consent
of Godfrey & Kahn, S.C. (included as part of Exhibit
5)
|