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| ASVP.OB > SEC Filings for ASVP.OB > Form 8-K on 9-Dec-2008 | All Recent SEC Filings |
9-Dec-2008
Entry into a Material Definitive Agreement, Termination of a Material De
On December 4, 2008, American TonerServ Corp. (the "Company") entered into an engagement agreement with Monarch Bay Associates, LLC ("MBA") pursuant to which MBA will provide investment banking services including representing the Company in its efforts to obtain financing on an exclusive basis. Pursuant to the terms of the agreement, the Company issued 750,000 shares of the Company's common stock which shares will not vest until certain milestones are met. MCF will also be entitled to receive certain additional fees upon completion of a sale of securities to investors introduced to the Company by MBA or from other investors during the time period while MBA is acting as the Company's investment banker. The Company will also reimburse MBA for certain out of pocket expenses.
On December 3, 2008, the Company terminated its financial advisory agreement with Merriman Curhan Ford & Company ("MCF") pursuant to which MCF acted as a financial advisor to the Company. In connection with the termination, MCF waived the 30 day notice requirement in that agreement.
As described in Item 1.01 of this report, on December 3, 2008, the
Company agreed to issue to MBA 750,000 shares of its common stock. In
connection with this sale, the Company relied upon the exemptions provided by
Section 4(2) of the Act. MBA is an accredited investor who had access to
complete information concerning the Company. A restrictive legend will be
placed on the certificate representing the securities issued.
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