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| FUEL > SEC Filings for FUEL > Form 8-K on 8-May-2009 | All Recent SEC Filings |
8-May-2009
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securitie
On May 5, 2009, SMF Energy Corporation (the "Company") accepted a series of Payment in Kind Agreements (the "PIK Agreements") tendered by each of the various stockholders (the "Preferred Stockholders") of its Series A Convertible Preferred Stock (the "Series A Preferred Stock"), Series B Convertible Preferred Stock (the "Series B Preferred Stock") and Series C Convertible Preferred Stock (the "Series C Preferred Stock"). While the PIK Agreements were originally dated April 27, 2009, the Company did not accept them until the Company determined, on May 5, 2009, that all Preferred Stockholders were offering to accept non-cash dividends on the terms provided in those agreements.
The PIK Agreements, in substantially the form attached hereto as Exhibit 10.1 and incorporated by reference herein, permit the Company to pay the cash dividends due to the Preferred Stockholders in unregistered shares of the Company's common stock (the "Shares"). The Shares were valued at $0.23 per share, the official closing price on the Nasdaq Stock Market on April 24, 2009, the trading day immediately preceding the effective date of the PIK Agreements. The total cash dividends payable to the Preferred Stockholders for the quarters ended December 31, 2008 and March 31, 2009 amounted to an aggregate of $255,549.52, which results in an aggregate of 1,111,091 Shares that will be issued to the Preferred Stockholders in accordance with the terms of the PIK Agreements.
The information provided in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02.
The offer and sale of the Shares are exempt from registration under the Securities Act of 1933 (the "Act") as a private offering to "accredited investors" under Sections 4(2) and 4(6) of the Act and Regulation D promulgated thereunder. The Company has agreed to use reasonable commercial efforts to register the Shares under the Act.
(d) Exhibits
10.1 Form of Payment in Kind Agreement
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