Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - EGPI FIRECREEK, INC. | v234326_ex10-1.htm |
| EX-10.2 - EX-10.2 - EGPI FIRECREEK, INC. | v234326_ex10-2.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): August 30, 2011
EGPI FIRECREEK, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
000-32507
|
88-0345961
|
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
|
of incorporation)
|
Identification No.)
|
(480) 948-6581
(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 1.01 Entry into a Material Definitive Agreement.
On August 30, 2011, EGPI Firecreek, Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) and a Registration Rights Agreement (the “Registration Rights Agreement”) with Southridge Partners II, LP (the “Investor”), a limited partnership organized and existing under the laws of the State of Delaware.
Pursuant to the Equity Purchase Agreement, the Investor shall commit to purchase up to Fifty Five Million Dollars ($55,000,000) of our common stock over the course of thirty-six (36) months commencing the effective date of the initial Registration Statement (as defined below) covering the Registrable Securities (as defined below) pursuant to the Equity Purchase Agreement. The put option price is ninety-two percent (92%) of the average of two lowest closing prices of any two applicable trading days during the five (5) trading day period commencing the date a put notice is delivered to the Investor in a manner provided by the Equity Purchase Agreement.
The “Registrable Securities” include the Put Shares, any Blackout Shares (each as defined in the Equity Purchase Agreement) and any securities issued or issuable with respect to any of the foregoing by way of exchange, stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.
Under the terms of the Registration Rights Agreement, the Company is obligated to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC’) to cover the Registrable Securities no later than sixty (60) days after the execution of the Equity Purchase Agreement. The amount of the Registrable Securities required to be included in the initial Registration Statement shall be no less than 100% of the maximum amount of common stock permitted by the SEC to be included in a Registration Statement pursuant to Rule 415 (the “Rule 415 Amount”) promulgated under the Securities Act of 1933, as amended (the “Act”), and shall file additional Registration Statement(s) to register additional Rule 415 Amounts until all the Registrable Securities are registered.
In connection with the Equity Purchase Agreement, the Company paid the Investor a preparation and performance fee of $20,000 in the form of a promissory note bearing 8% interest to be paid in 6 months.
The above description of the Equity Purchase Agreement and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the full text of such documents, attached hereto as exhibits.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
In addition, the Company is relying on an exemption from the registration requirements of the Act for the private placement of our securities under the Equity Purchase Agreement pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, the Investor is an “accredited investor” and/or qualified institutional buyer and the Investor has access to information about us and its investment.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
|
10.1
|
Equity Purchase Agreement, dated August 30, 2011, by and between EGPI Firecreek, Inc. and Southridge Partners II, LP
|
|
|
10.2
|
Registration Rights Agreement, dated August 30, 2011, by and between EGPI Firecreek, Inc. and Southridge Partners II, LP
|
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.
|
EGPI FIRECREEK, INC.
|
|||
|
Date: September 7, 2011
|
By:
|
/s/ Dennis R. Alexander
|
|
|
Name: Dennis R. Alexander
|
|||
|
Title: Chief Executive Officer
|
|||