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PHFB.OB > SEC Filings for PHFB.OB > Form 8-K on 25-Nov-2008All Recent SEC Filings

Show all filings for PHANTOM FIBER CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PHANTOM FIBER CORP


25-Nov-2008

Triggering Events That Accelerate or Increase a Direct Financial Obligation or


Item 2.04 Triggering Events That Accelerate or Increase a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On November 21, 2008, Phantom Fiber Corporation and its subsidiaries (collectively the "Company") received a notice of default (the "VP Notice") from Victory Park Credit Opportunities Master Fund, Ltd. ("Victory Park") with respect to a Forbearance Agreement (the "Agreement") dated May 31, 2008 entered into by the Company and Victory Park. The VP Notice sets forth certain alleged events of default by the Company under the Agreement, including, without limitation, the failure by the Company to make certain installment payments of cash due under the terms of the Agreement.

The Company has been unable to generate sufficient additional cash from operations or through debt or equity financing to satisfy its cash obligations and has also been unable to amend the terms of the Agreement with Victory Park; as such, management believes the Company could no longer continue as a going concern. Excluding Jeffrey T. Halloran, Chief Executive Officer, President, Principal Financial Officer, Principal Accounting Officer and Chairman of the Board of Directors of the Company, the Company terminated employment arrangements with all its employees on November 21, 2008.

A copy of the VP Notice is attached to this Current Report on Form 8-K as Exhibits 10.1 and is incorporated by reference as though fully set forth herein. The foregoing summary description of the VP Notice is not intended to be complete and is qualified in its entirety by the complete text of the VP Notice. The VP Notice is filed in this Form 8-K to provide information regarding its alleged events of default by the Company under the Agreement and is not intended to provide any other factual information about the Company.



Item 5.02 Departure of Directors or Principal Officers

On November 21, 2008, Mr. Dennis Logan informed the Company of his resignation from the Company's Board of Directors, effective immediately. Mr. Logan served as Chairman of the Audit Committee of the Company's Board of Directors.

On November 21, 2008, Mr. Stephen Gesner informed the Company of his resignation from the Company's Board of Directors, effective immediately. Mr. Gesner served on the Audit Committee of the Company's Board of Directors.

On November 21, 2008, Mr. Shimon Constante informed the Company of his resignation from the Company's Board of Directors, effective immediately. Mr. Constante served on the Compensation Committee of the Company's Board of Directors.

On November 23, 2008, Mr. Konstantine (Gus) Lucas informed the Company of his resignation from the Company's Board of Directors, effective immediately. Mr. Lucas served as Chairman of the Compensation Committee of the Company's Board of Directors.

On November 21, 2008, the Company terminated employment arrangements with Mr. Herbert C. Sears, Chief Technology Officer of the Company.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number         Description

Exhibit 10.1   Notice of Default, dated November 21, 2008


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