globalresource_8k-112409.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): November 24, 2009
Global
Resource Corporation
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
|
000-50944
|
|
84-1565820
|
|
(State
or Other Jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
|
of
Incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
|
1000
Atrium Way, Suite 100
|
|
Mount
Laurel, New Jersey 08054
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant's
telephone number, including area code: (856) 767-5665
|
|
|
(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 Company 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
On
November 24, 2009, Global Resource Corporation (the “Company”) entered into a
Reserve Equity Financing Agreement (the “REF Agreement”) with AGS Capital Group,
LLC (“AGS”). In connection and contemporaneous with the execution of
the REF Agreement, the Company also entered into a Registration Rights Agreement
with AGS (the “Registration Rights Agreement”).
The
following is a summary of certain material provisions of the REF Agreement and
the Registration Rights Agreement. The summary is not a complete
description and is qualified in its entirety by reference to the full text of
those agreements, each of which is attached as an exhibit to this Current Report
on Form 8-K and is incorporated herein by reference in its
entirety.
Pursuant
to the terms of the REF Agreement, the Company agreed to issue and sell to AGS,
and AGS agreed to purchase from the Company, from time to time up to $10,000,000
worth of the Company’s Common Stock, subject to certain conditions and
limitations.
Prior to
the effectiveness of a registration statement filed with the Securities and
Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement
(the “Effective Date”), AGS will purchase from the Company shares of the
Company’s Common Stock as mutually agreed upon by the Company and AGS at a
purchase price equal to 91% of the dollar volume-weighted average price per
share of the Company’s Common Stock (the “VWAP”) during the five consecutive
trading days prior to such purchase.
For a
period of 36 months from the Effective Date, the Company may, from time to time
and subject to certain conditions that are outside the control of AGS, draw down
funds under the REF Agreement by issuing and selling shares of the Company’s
Common Stock to AGS. The purchase price of those shares will be 91% of the VWAP
during the five consecutive trading days after the Company delivers to AGS
written notice requesting an advance of funds (an “Advance”) under the REF
Agreement (the “Pricing Period”). The amount of an Advance will
automatically be reduced by 50% if on any day during the Pricing Period, the
VWAP for that day does not meet or exceed 85% of the VWAP for the five trading
days prior to the notice of Advance. The aggregate maximum amount of
Advances under the REF Agreement is (x) $10,000,000 less (y) amounts purchased
by AGS from the Company prior to the Effective Date. The Company’s
ability to require AGS to purchase the Company’s Common Stock is subject to
various limitations. Among other limitations, (i) the maximum amount of each
Advance is 50% of the average daily trading volume for the ten days immediately
preceding the notice of Advance, (ii) a minimum of five trading days must elapse
between each notice of Advance and (iii) before AGS is obligated to buy any
shares of the Company’s Common Stock pursuant to a notice of Advance, the
Company must have filed with the SEC, and had declared effective, a Registration
Statement with respect to the resale of the shares of common stock issued to
AGS.
There is
no guarantee that the Company will be able to meet the conditions under the REF
Agreement in order to obtain an Advance or that the Company will be able to draw
down any portion of the amounts available under the REF Agreement.
The REF
Agreement obligates the Company to indemnify AGS, and AGS to indemnify the
Company, for certain losses resulting from a misrepresentation or breach of any
representation or warranty made by the Company or AGS, respectively, or for
breach of any obligation of the Company or AGS, respectively.
Pursuant
to the REF Agreement, (i) the Company is obligated to pay to AGS a due diligence
fee of $10,000, of which $5,000 has already been paid and $5,000 will be paid
upon the first Advance, (ii) on November 30, 2009, the Company issued 300,000
shares of its Common Stock to AGS, (iii) for any fund or entity that AGS
directly or indirectly introduces to the Company who subsequently provides
bridge financing or assists in providing bridge financing to the Company, the
Company will deliver 500,000 shares of its Common Stock to AGS three days after
signing the bridge financing agreement, (iv) in the event that the Company does
not obtain bridge financing directly or indirectly through AGS but advances
$2,500,000 through the REF Agreement, the Company will issue an additional
500,000 shares of Common Stock to AGS three days after having Advanced an
aggregate sum of $2,500,000 and (v) prior to the first Advance, the Company is
to obtain lock-up agreements from each officer and director of the Company in
the form annexed as Schedule 2.4 to the REF Agreement.
The
Company may terminate the REF Agreement effective upon fifteen trading days’
prior written notice to AGS, provided that (i) there are no Advances
outstanding and (ii) the Company has paid all amounts owed to AGS under the
REF Agreement. The obligation of AGS to make an Advance to the
Company pursuant to the REF Agreement will terminate permanently if
(i) there is any stop order or suspension of the effectiveness of the
Registration Statement for an aggregate of fifty (50) trading days or
(ii) the Company at any time fails materially to comply with certain
covenants specified in the REF Agreement and that failure is not cured within
thirty (30) days after receipt of written notice from AGS, subject to
exception.
The
shares of Common Stock that have been and may be issued to AGS under the REF
Agreement will be issued pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the “Securities Act”). Pursuant
to the Registration Rights Agreement, the Company will file a registration
statement covering the possible resale by AGS of the shares that the Company has
issued and may issue to AGS under the REF Agreement (the “Registration
Statement”). The Registration Statement may cover only a portion of the total
shares of the Common stock issuable to AGS pursuant to the REF
Agreement. The Company may file subsequent registration statements
covering the resale of additional shares of Common Stock issuable pursuant to
the REF Agreement. As described above, the effectiveness of the
Registration Statement is a condition precedent to the Company’s ability to sell
Common Stock to AGS under the REF Agreement.
Item
3.02 Unregistered Sales of Equity Securities.
On
November 30, 2009, the Company issued 300,000 shares of its Common Stock to AGS
pursuant to the terms of the REF Agreement in a transaction exempt from
registration in reliance on Section 4(2) of the Securities
Act.
Item
9.01 Financial Statements and Exhibits
| Exhibit |
Description of
Exhibit |
|
10.1
|
Reserve
Equity Financing Agreement, dated November 24, 2009, by and between Global
Resource Corporation and AGS Capital Group, LLC
|
|
10.2
|
Registration
Rights Agreement, dated November 24, 2009, by and between Global Resource
Corporation and AGS Capital Group,
LLC
|
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
|
Global
Resource Corporation
|
|
|
|
|
|
|
|
Dated:
December 1, 2009
|
By: /s/ Ken
Kinsella
|
|
|
Ken
Kinsella
|
|
|
Chief
Executive Officer
|