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SVGI.OB > SEC Filings for SVGI.OB > Form 8-K on 17-Nov-2008All Recent SEC Filings

Show all filings for SILVERGRAPH INTERNATIONAL INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SILVERGRAPH INTERNATIONAL INC


17-Nov-2008

Unregistered Sale of Equity Securities, Material Modification to Ri


Item 3.02 Unregistered Sales of Equity Securities.

See "Item 3.03 Material Modification to Rights of Security Holders," below.




Item 3.03 Material Modification to Rights of Security Holders.

On November 12, 2008, Silvergraph and holders (the "Holders") of certain 7% Convertible Promissory Notes dated January 25, 2008 (the "Notes") entered into an Amendment to Loan Transaction Agreement (the "Amendment"). The Notes were originally purchased from the Company pursuant to the terms of a Subscription Agreement and Security Agreement of the same date. The obligations represented by the Notes have previously been amended by a 1st Amendment to the 7% Notes due May 31, 2008, dated May 31, 2008; a 2nd Amendment to the 7% Notes Due June 30, 2008, dated June 20, 2008; and a 3rd Amendment to the 7% Notes due August 31, 2008, dated August 31, 2008 (the "Prior Amendments").

Under the terms of the Amendment, the Company was granted an extension to the maturity date of the Notes from October 31, 2008 to December 15, 2008. In addition, pursuant to the Amendment, as consideration for such extension, the Company has agreed to issue to the Holders, pro rata, a total of 9,000,000 shares of Common Stock of the Company, par value $0.001 (the "Shares").

Except as amended above, the terms contained in the Notes, Subscription Agreement and Security Agreement, including the Prior Amendments, shall remain the same and in full force and effect.

Each Holder of the Notes is an accredited investor as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. The Shares issued in the transaction described above, are "restricted securities" within the meaning of the Securities Act of 1933, as amended, and were issued in reliance upon the exemption set forth under Section 4(2) of the Securities Act of 1933, as amended, for "transactions not involving a public offering," as well as similar state securities exemptions. Each of the Holders, have acknowledged that the shares of common stock issued in this transaction are "restricted securities" under the Securities Act of 1933, as amended; its intention that the purchase was for investment purposes; and that the Shares cannot be resold in the absence of a registration or an applicable exemption from registration.

The foregoing summary of selected provisions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

Exhibit

No.

Description

10.1

Amendment to Loan Transaction Agreement dated November 12, 2008

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