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| PFCE.OB > SEC Filings for PFCE.OB > Form 8-K on 19-May-2004 | All Recent SEC Filings |
19-May-2004
Acquisition or Disposition of Assets and Financial Statements & Exhibits
In April, 2004, Pacific Fuel Cell Corp., a Nevada corporation ("PFCE"),PFCE Acquisition Corp, a Nevada corporation and a wholly owned subsidiary of PFC("Sub"), and Cellfoods Corporation, a Nevada corporation ("Cellfoods "), enteredinto an Agreement and Plan of Merger whereby, subject to the conditions statedtherein, at the effective time of the merger, Sub would merge with and intoCellfoods, which will survive as a wholly owned subsidiary of PFCE. Effective onor about May 17, 2003, this merger was consummated and PFCE acquired Cellfoods.
Cellfoods is a development stage corporation that was organized in January2003, engaged in the business of developing soybean powder for use in foodpreparation. Cellfoods had immaterial assets and liabilities as of March 31,2004.
Prior to the merger, Cellfoods completed a private placement with HEMMutual Assurance LLC, Minneapolis, Minnesota, an accredited investor (as thatterm is defined under Rule 501, Regulation D, promulgated under the SecuritiesAct of 1933, as amended) to issue up to $1,000,000 in aggregate principal amountof convertible debentures pursuant to Rule 504 of Regulation D under theSecurities Act of 1933, as amended. These Debentures were originally issued byCellfoods in two separate convertible debentures of $997,000 and $3,000,respectively (hereinafter referred to in the aggregate as the "Debentures"). Asa result of the merger, PFCE has assumed the obligations and benefits ofCellfoods, including Cellfoods' obligations under the Debentures. Thistransaction was not fully described in the PFCE quarterly report on Form 10-QSBfor the three months ended March 31, 2004, filed by PFCE on or about May 14,2004, as the transaction described herein did not close until PFCE had alreadyfiled said report.
The conversion price for the Debentures is the lesser of (a) the lesser of$0.75 and one hundred twenty-five percent (125%) of the average of the closingbid prices per share of the Common Stock during the five (5) Trading Daysimmediately preceding the Closing (as defined in the Purchase Agreement); and(b) one hundred percent (100%) of the average of the five (5) lowest closing bidprices per share of the Common Stock during the forty (40) trading daysimmediately preceding the Conversion Date; provided, however, that the aggregatemaximum number of shares of Common Stock that the First Debenture and SecondDebenture may be converted into shall be Two Million (2,000,000) shares (the"Maximum Conversion"); and further provided, however, that upon the MaximumConversion, PFCE shall (a) increase the Maximum Conversion or (a) redeem theunconverted amount of the First Debenture and Second Debenture in whole or inpart at one hundred fifteen percent (115%) of the unconverted amount of suchDebentures being redeemed plus accrued interest thereon. The conversion priceand number of shares of Common Stock issuable upon conversion of the Debenturesis subject to adjustment for stock splits and combinations and other dilutiveevents. The Debentures may not be converted, however, if after conversion theholder would beneficially own more than 5% of PFCE's outstanding common stock,unless the holder waives this limitation by giving PFCE 75 days notice of thewaiver.
The Debentures bear interest at 1% per year and mature in five years.Interest is payable in cash or shares of common stock of PFCE at the option ofthe holders of the Debentures. PFCE has the right to redeem the debentures on 30days notice, for 125% of the principal amount of the outstanding Debentures,plus accrued and unpaid interest.
The foregoing description of the acquisition of Cellfoods, its privateplacement and the Debentures are qualified in their entirety by reference to thedocuments filed as exhibits to this Current Report on Form 8-K and are herebyincorporated herein by reference.
(a) Financial Statements of Business Acquired. The Registrant herebyundertakes to file an amendment to this Form 8-K within 60 days from the datethis report is filed, which shall include audited financial statements ofCellfoods.
(b) Pro forma financial statements. The Registrant hereby undertakes tofile an amendment to this Form 8-K within 60 days from the date this report isfiled, which shall include pro forma financial statements reflecting theacquisition of Cellfoods and related matters described above in Item 2.
(c) Exhibits
Number Exhibit -
2.1 Agreement and Plan of Merger, by and among Pacific Fuel Cell Corp., PFC Acquisition Corp. and Cellfoods Corporation
4.1 Convertible Debenture Purchase Agreement by and between Cellfoods Corporation. and HEM Mutual Assurance LLC.
4.2 Form of Debenture. in the principal amount of $997,000.
4.3 Form of Debenture in the principal amount of $3,000.
99.2 Press Release of Pacific Fuel Cell Corporation Dated May 17, 2004.
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