Attached files
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| EX-3.1 - Plastinum Polymer Technologies Corp. | v208351_ex3-1.htm |
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): January 13, 2011
PLASTINUM
POLYMER TECHNOLOGIES CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-52128
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20-4255141
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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10100
Santa Monica Blvd., Suite 300
Los
Angeles, CA 90067
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (310) 651-9972
(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):
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.
As
previously reported in (i) the Quarterly Report on Form 10-Q of Plastinum
Polymer Technologies Corp. (the “Company”) for the period ended June 30,
2010 and (ii) the Company’s Current Report on Form 8-K filed on November 3,
2010, the Company received demands for redemption of a majority of the Company’s
Series B-1 Convertible Preferred Stock ("Series B-1 Preferred Stock") in
accordance with the terms of the Series B-1 Preferred Stock, which redemption
the Company has not made due to a lack of cash on hand. Further, the
Company has not been able to make (i) required dividend payments due on the
Series B-1 Preferred Stock and (ii) certain required principal and interest
payments on an aggregate of $8,522,000 of its outstanding Convertible Promissory
Notes (“Convertible Notes”).
Further,
as of January 5, 2011, the Company did not have sufficient cash on hand to
continue the business operations of PPT Holding, B.V., its Dutch subsidiary
(“PPT”).
Due to
its dire financial situation, on January 5, 2011, the Company entered into an
Investment Agreement among the Company, Richard von Tscharner, PPT,
Robert van der Hoeven, Jacques Mot, the Company’s Chief Executive Officer, and
certain other parties (the “Investment Agreement”), which closed on January 13,
2011. Pursuant to the terms of the Investment Agreement, Mr. von
Tscharner invested 2,500,000 Euros in PPT in return for which he received
additional equity in PPT amounting to approximately 51% of the overall equity in
PPT.
Further,
pursuant to the terms of the Investment Agreement and as a condition thereto,
(i) holders of in excess of 96% of the Company’s outstanding shares of Series
B-1 Stock converted all of the shares of Series B-1 Stock they owned (an
aggregate of 59,650 shares) plus an aggregate of $237,946.30 in accrued but
unpaid dividends thereon, for a total aggregate value of $6,202,946.30, into
4,181,186.96 newly issued shares of the Company’s Series C Preferred Stock
(“Series C Shares”) at a conversion price of $2.50 per Series C Share and (ii)
holders of all of the Company’s outstanding Convertible Notes, in an aggregate
principal amount of $8,722,000, converted all such Convertible Notes plus all
accrued but unpaid interest thereon in the amount of $1,730,967.40, for a total
aggregate value of $10,452,967.40, into an aggregate of 4,181,186.96 Series C
Shares at a conversion price of $2.50 per Series C
Share.
Each
Series C Share will be automatically converted into shares of the Company’s
Common Stock at $.025 per share, or 100 shares of Common Stock per Series C
Share, at such time as there are a sufficient number of authorized
shares of Common stock available to permit the conversion of all
Series C Shares. The Series C Shares have the same voting, dividend
and distribution rights as the number of shares of Common Stock into which they
are so convertible. The Series C Shares have no other dividend rights
and do not carry any redemption or similar rights.
As a
further condition to the Closing under the Investment Agreement, PPT agreed to
hire Mr. van der Hoeven (or an affiliate of his) as Chief Executive Officer of
PPT and in connection therewith agreed to issue 15% of the equity in PPT to him
or an affiliate of his.
In total,
pursuant to the terms of the Investment Agreement and in connection with the
conversions of Series B-1 Stock and Convertible Notes and issuances of equity in
PPT, on January 13, 2011, (i) the Company issued an aggregate of 6,662,365.48
Series C Shares which are convertible into 666,236,548 shares of Common Stock,
or in excess of 86% of the number of shares of the Company’s Common Stock
outstanding after such issuances, and (ii) the Company’s ownership interest in
PPT has been reduced to 28.4% from 84.1%.
As a
further condition to the closing of the Investment Agreement, the Company has
agreed, subject to compliance with all United States legal requirements,
including stockholder approval, to distribute all of its assets (except its
shares in PPT) and liabilities to the Company’s stockholders. The
Company intends to file an amendment to its previously filed Preliminary Proxy
Statement in order to seek such stockholder approval as soon as
practicable.
Item
3.02 Unregistered Sales of Equity Securities.
Pursuant
to the Investment Agreement described under Item 1.01 above, on January 13,
2011, the Company issued an aggregate of 6,662,365.48 Series C
Shares. Each Series C Share will be automatically converted into
shares of the Company’s Common Stock at $.025 per share, or 100 shares of Common
Stock per Series C Share for an aggregate of 666,236,548 shares of Common Stock,
at such time as there are a sufficient number of authorized shares of Common
Stock available to permit the conversion of all such Series C
Shares. The Series C Shares have a liquidation preference of $2.50
per Series C Share. The Series C Shares have the same voting,
dividend and distribution rights as the number of shares of Common Stock into
which they are so convertible. The Series C Shares have no other
dividend rights and do not carry any redemption or similar
rights. The Series C Shares were issued without registration under
the Securities Act of 1933 in reliance on Regulation S thereunder.
A copy of
the Certificate of Designation, Preferences and Rights of the Series C Shares is
attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item
8.01 Other Events.
The
Company previously disclosed that it was contemplating a reorganization which
would result in the Company’s securities no longer being traded in the United
States, but instead the Company’s business operations, which are controlled
by PPT, being publicly traded under PPT on a European securities market and the
Company security holders becoming PPT security holders (the
“Reorganization”). Pursuant to the terms of the Investment Agreement
discussed under Item 1.01 of this Form 8-K, the Company’s intends to proceed,
subject to receipt of stockholder approval, with a modified version of the
Reorganization, such that (i) the Company will transfer all of its assets (other
than its shares in PPT) and liabilities to PPT, (ii) the Company will distribute
the shares in PPT which it owns to the holders of the Company’s outstanding
shares of Common Stock and Preferred Stock in proportion to their fully-diluted
ownership in the Company, and (iii) the shares of Common Stock of the Company
will be deregistered under the federal securities laws. The shares of
PPT that the Company’s stockholders will receive in the modified Reorganization
will not initially be publicly traded on a European securities market and there
is currently no intent to register them for any such trading.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
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Description of
Exhibit
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3.1
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Certificate
of Designation, Rights and Preferences of Series C Convertible Preferred
Stock
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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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PLASTINUM
POLYMER TECHNOLOGIES CORP.
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Dated: January
18, 2011
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By:
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/s/ Jacques Mot | |
| Jacques Mot | |||
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President
and Chief Executive Officer
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