UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K/A
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 22,
2010
Skinny Nutritional
Corp.
(Exact
name of registrant as specified in its charter)
COMMISSION
FILE NUMBER: 0-51313
|
Nevada
|
88-0314792
|
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
Three
Bala Plaza East, Suite 101
|
|
Bala Cynwyd, PA
19004
|
|
(Address
and zip code of principal executive
offices)
|
(610)
784-2000
(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))
|
|
EXPLANATORY
NOTE
|
|
|
Skinny
Nutritional Corp. is filing this amendment to its Current Report on
Form 8-K, as filed with the SEC on December 27, 2010 (the “Original
Report”), to amend and restate the information set forth in Items
1.01 and 3.02 of the Original Report to correct errors in the Original
Report regarding the aggregate amount of securities sold in the private
placement described therein. As set forth in this amendment to Current
Report on Form 8-K, the Company entered into subscription agreements
relating to the sale of a total of 34,525,000 shares of its common
stock.
|
|
|
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
|
As
of December 22, 2010, Skinny Nutritional Corp. (the “Company”) has
entered into subscription agreements (the “Subscription
Agreements”) with certain accredited investors pursuant to which
the Company will issue to the investors and the investors agreed to
purchase from the Company an aggregate of 34,525,000 shares of Common
Stock, par value $0.001 per share (the “Common Stock”)
of the Company. Additional information required to be disclosed in this
Item 1.01 concerning these transactions is incorporated herein by
reference from Item 3.02 of this Current Report on Form
8-K.
|
|
|
Item 3.02
|
Unregistered Sales of Equity
Securities.
|
|
As
previously reported, the Company commenced a private offering in reliance
upon the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder (the “Offering”)
pursuant to which it is offering an aggregate amount of $3,000,000 of its
Common Stock. The Offering was conducted on a “best efforts” basis as to
the entire Offering amount. The purchase price per share of Common Stock
is $0.03. As of December 22, 2010, the Company had accepted subscriptions
in the aggregate amount of $1,035,750 for a total of 34,525,000 shares of
Common Stock. Net proceeds from such sales, after payment of
offering expenses and commissions, are approximately $945,750. One of the
investors in the private placement was the spouse of Mr. Francis W. Kelly,
a member of our Board of Directors. This investor purchased 1,000,000
shares of Common Stock in the Offering for a total purchase price of
$30,000, upon the same terms as the other investors.
The
Company intends to use the proceeds from the Offering for working capital
and general corporate purposes. The Company agreed to pay commissions to
registered broker-dealers that procured investors in the Offering of 10%
of the proceeds received from such purchasers and to issue such persons
such number of shares of restricted common stock as equals 5% of the total
number of shares of Common Stock sold in the Offering to investors
procured by them.
The
securities offered have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. Based on the
representations made in the transaction documents, the Company believes
that the investors are “accredited investors”, as such term is defined in
Rule 501(a) promulgated under the Securities Act. This disclosure does not
constitute an offer to sell or the solicitation of an offer to buy any the
Company’s securities, nor will there be any sale of these securities by
the Company in any state or jurisdiction in which the offer, solicitation
or sale would be unlawful. This disclosure is being issued pursuant to
Rule 135c of the Securities Act.
|
|
2
SIGNATURE
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.
|
Skinny
Nutritional Corp.
|
||
|
By:
/s/ Michael Salaman
|
||
|
Name:
Michael Salaman
|
||
|
Title:
Chief Executive Officer
|
||
|
Date:
January 21, 2011
|
3