Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secu
ITEM 1.01 Entry into a Material Definitive Agreement. CONVERTIBLE NOTE FINANCING
On August 31, 2007, Amish Naturals, Inc. (the "Company") entered into a Securities Purchase Agreement and a Registration Rights Agreement with an institutional accredited investor (a copy of which is attached as Exhibit 10.11 to this Current Report on Form 8-K) (the "Investor"), in connection with a private placement transaction providing for, among other things, the issuance of Senior Secured Convertible Notes (the "Notes") for aggregate gross proceeds of $6 million and warrants to purchase up to an aggregate of 3,194,718 shares of the Company's $0.001 par value per share Common Stock ("Common Stock"). The agreements include the Securities Purchase Agreement, the Notes, Series A Warrants, Series B Warrants, Series C Warrants and Series D Warrants to Purchase Common Stock (collectively the "Warrants"), the Registration Rights Agreement, and various ancillary certificates, disclosure schedules and exhibits in support thereof, each, except for the Securities Purchase Agreement and the Registration Rights Agreement, dated August 31, 2007. This transaction was facilitated by Wharton Capital Partners who will receive an eight percent placement agent fee in the amount of $480,000. The following is a brief summary of each of those agreements. These summaries are not complete, and are qualified in their entirety by reference to the full text of the agreements or forms of the agreements, which are attached as exhibits to this Current Report on Form 8-K. Readers should review those agreements or forms of agreements for a more complete understanding of the terms and conditions associated with this transaction.
Securities Purchase Agreement
The Securities Purchase Agreement provides for the purchase by the Investor and the sale by the Company of the Notes in the aggregate principal amount of $6 million and the Warrants to purchase Common Stock. The Securities Purchase Agreement contains representations and warranties of the Company and the Investor which are typical for transactions of this type. The representations and warranties made by the Company in the Securities Purchase Agreement are qualified by reference to certain exceptions contained in disclosure schedules delivered to the Investor. Accordingly, the representations and warranties contained in the Securities Purchase Agreement should not be relied upon by third parties who have not reviewed those disclosure schedules and the documentation surrounding the transaction as a whole.
The Securities Purchase Agreement contains covenants on the part of the Company which are typical for transactions of this type, as well as the following covenants:
-------------------------------------------------------------------------------- The Company will use the estimated net proceeds of approximately $5,500,000 after payment of the placement agent fee and legal expenses as follows:
Expansion of distribution and production facilities $ 750,000
Product development $ 750,000
Repayment of Debt $ 900,000
Working capital $ 3,100,000
The Company will not, while the Notes are outstanding, directly or indirectly redeem or pay any cash dividend or distribution on the Company's Common Stock, without the consent of the holders of the Notes.
For so long as the Investor beneficially owns any Notes, Warrants or shares of Common Stock issued upon the conversion of the Notes or exercise of the Warrants, the Company will not issue any additional Notes or any form of convertible, exchangeable or exercisable securities with a price that varies or may vary with the market price of the Common Stock.
Until the date when all securities required to be registered pursuant to the Registration Rights Agreement are registered, the Company will not file any registration statements other than on behalf of the Investors.
Until the date when all securities required to be registered pursuant to the Registration Rights Agreement are registered, the Company will not conduct any other securities offerings or be party to any solicitations, negotiations or discussion regarding any other securities offerings, except for offerings solely to the Investor in which the Investor was given the opportunity to participate pro rata based on the aggregate original principal amount of the Notes.
Until the second anniversary of the consummation of the transactions described herein, the Company will offer the Investor the opportunity to participate in any subsequent securities offerings by the Company.
If the common stock is listed on a market other than the OTC Bulletin Board and the issuance of the shares underlying the Notes and Warrants would exceed the number of shares of common stock the Company may issue under the rules and regulation of such other market, then the Company will seek stockholder approval as required by such other market to permit the listing of all of the shares underlying the Notes and Warrants within 75 days and if, despite the Company's best efforts, stockholder approval is not obtained, continue to seek stockholder approval every six months thereafter until such stockholder approval is obtained or the Notes are no longer outstanding.
The Securities Purchase Agreement also obligates the Company to indemnify the Investor and other holders of the securities issued to them for certain losses resulting from (1) any misrepresentation or breach of any representation or warranty made by the Company, (2) any breach of any obligation of the Company, and (3) certain third party claims.
The Notes have an aggregate principal amount of $6 million and are convertible into shares of the Company's Common Stock at an initial conversion price of $1.8781 per share, subject to adjustment as described below (the "Conversion Price"). The Notes mature on the third anniversary of their issuance date (the "Maturity Date"), which date may be extended at the option of the Investor as described below. The entire outstanding principal balance and any outstanding fees or interest shall be due and payable in full on the Maturity Date. The Notes bear interest at the rate of 9.25% per annum, which rate may be increased to 15% upon the occurrence of an event of default (as described below). Interest on the Notes is payable quarterly beginning on October 1, 2007.
The Maturity Date with respect to all or any portion of the amounts due under the Notes may be extended at the option of the Investor (i) for so long as an event of default is continuing or for so long as an event is continuing that if not cured and with the passage of time would result in an event of default, (ii) . . .
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES On August 31, 2007, the Company agreed to issue the Notes and Warrants described in Item 1.01 of this Current Report on Form 8-K in exchange for aggregate gross proceeds of $6 million. The Notes are initially convertible into shares of the Company's Common Stock, based upon an initial Conversion Price of $1.8781 per share, which is subject to adjustment as described in Item 1.01. The Warrants issued as part of the same transaction entitle the holders to purchase up to an aggregate of 6,389,322 shares of the Company's Common Stock. The details of these transactions are described in Item 1.01, which is incorporated in its entirety by this reference into this Item 3.02.
The Notes and the Warrants were issued to an institutional accredited investor in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and Rule 506 promulgated by the Commission thereunder.
ITEM 8.01. OTHER EVENTS On September 4, 2007, the Company issued a press release announcing the signing of the Securities Purchase Agreement disclosed in Item 1.01 above. A copy of that press release is filed as Exhibit 99.3 to this Current Report on Form 8-K pursuant to Securities Act Rule 135c.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits
EXHIBIT DESCRIPTION NUMBER
10.11 Securities Purchase Agreement dated August 31, 2007.
10.12 Registration Rights Agreement dated August 31, 2007.
10.13 Form of Senior Secured Convertible Note.
10.14 Form of Series A, Series B and Series C Warrants.
10.15 Form of Series D Warrant.
99.3 Press release dated September 4, 2007 Press Release Source: Amish Naturals, Inc.
Amish Naturals Completes $6 Million Private Placement Funding Tuesday September 4, 10:13 am ET
HOLMESVILLE, Ohio--(BUSINESS WIRE)--Amish Naturals, Inc. (OTC Bulletin Board: AMNT - News), maker of premium organic pastas, today announced that it has executed a securities purchase agreement and closed a private placement transaction with an institutional investor. The terms of the transaction include the issuance of a $6.0 million in a senior secured convertible note accompanied by common stock purchase warrants. This transaction was facilitated by Wharton Capital Partners, a New York City based investment banking firm ADVERTISEMENT
"We believe this funding from our institutional investor clearly reflects their confidence in Amish Naturals' mission," said Troy Treangen, Amish Naturals' Executive Vice President/COO. "This partnership will allow us to broaden the current product line and further solidify the Amish Naturals brand."
None of the Shares, the Warrants, nor the shares of common stock to be issued upon exercise of the Warrants has been registered under the Securities Act of 1933. Accordingly, the Shares, the Warrants, and the shares of common stock underlying the Warrants may not be offered or re-sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement covering resale by the investor of the Shares and shares of common stock issuable upon exercise of the Warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, Warrants or common stock issuable upon exercise of the Warrants. The private placement was made by the Company and any opportunity to participate in the private placement was available to a very limited group of institutional and other accredited investors.
About Amish Naturals, Inc.
Amish Naturals' mission is to increase shareholder value through the sale and distribution of organic, Amish food products and the exploding market for organic and wholesome foods. Last year, the U.S. market for natural/organic foods was estimated to have totaled approximately $13.8 billion. Building on generations of traditions, the company has created food that reflects the wholesomeness and purity of the Amish people and their culinary customs. For more information, please visit www.amishnaturals.com.
Business Risks and Forward Looking Statements
This press release contains forward-looking statements relating to, among other things, the expected launch of our products, its revenue growth, or the continued revenue growth of the organic and wholesome foods segments. These statements are expressly made in reliance on the safe harbor provisions contained in Section 21E of the Securities Exchange Act of 1934. Sales and earnings trends are affected by many factors including, among others, our entry into an effective distribution agreement with one or more wholesale food brokers or large-scale retail outlets, the effectiveness of our promotion and merchandising strategies, the efficient operation of our production facility and supply chain, the changing dietary and culinary habits of consumers in our target markets, and our effective management of business risks. In light of these risks, the forward-looking statements contained in this press release are not guarantees of future performance and in fact may not be realized. Our actual results could differ materially and adversely from those expressed in this press release. Further, the statements made by us represent our views only as of the date of this press release, and it should not be assumed that the statements made herein remain accurate as of any future date. We do not presently intend to update these statements prior to the filing of our next report with the Securities and Exchange Commission and undertake no duty to any person to affect any such update under any circumstances. Investors are also urged to review carefully the discussion under the caption "Risk Factors" in our Current Report on Form 8-K and our Prospectus, filed on October 31, 2006, and June 14, 2007, respectively, with the Securities and Exchange Commission, which may be accessed through the EDGAR database maintained by the SEC at www.sec.gov.
Contact: Amish Naturals, Inc. Investors Randy Lewis, Equity Net, 818-783-5006 or Media Dana Condosta, 201-488-0049 dana*avalanchepr.com
-------------------------------------------------------------------------------- Source: Amish Naturals, Inc. AMNT:US Amish Naturals Inc
Industry: Agricultural Operations Add Security to your Watch List
15:58 OTC BB Currency: USD
Price 2.340 Change 0.050 % Change 2.183 Bid 2.340 Ask 2.350 Open 2.300 Volume 112,926 High 2.350 Low 2.290 52-Week High 3.89 (02/08/07) 52-Week Low 0.98 (10/31/06) 1-Yr Return N.A.%
EARNINGS
Earnings Past 12 Months N.A. Quarter Est. EPS() N.A. Quarter Est. EPS() N.A. Year Est. EPS() N.A. Price/Earnings (Trailing) N.A. Relative P/E N.A. Earnings Growth Rate N.A. Estimated P/E N.A.
FUNDAMENTALS
Shares (Millions) 44.090 Market Cap (Millions) 103.171 Float (Millions) 44.090 Return on Equity N.A. Short Interest 98,298.000 Last Dividend Reported N.A. Dividend Yield (Trailing 12mo.) N.A. Relative Dividend Yield N.A. Contact Information Business Description 6399 State Route 83 Holmesville, OH 44633 United States
Phone: (330) 674-0998
State Of Incorporation NV Country Of Incorporation USA Company Officers Alexander Man-Kit Ngan, President
SEC Reporting Status SEC Reporting Company CIK 0001179651 Estimated Market Cap 99,447,830 as of Sep 7, 2007 Outstanding Shares 43,427,000 as of May 15, 2007 Number of Share Holders of Record 21 as of Mar 31, 2006 Current Capital Change shs increased by 2.8 for 1 split. Payable upon surrender Ex-Date: Oct 27, 2006
Company Notes Formerly=FII International, Inc. until 10-06
GETTING PUMPED HARD!!!
-------------------- LIFE IS 10% HOW YOU MAKE IT AND 90% HOW YOU TAKE IT! Posts: 9276 | From: San Diego CA | Registered: Jul 2006
| IP: Logged |
Natural Growth: Consumers Have Thirteen New Organic Pasta Options in Amish Naturals' Expanded Line Thursday September 27, 8:05 am ET
HOLMESVILLE, Ohio--(BUSINESS WIRE)--Amish Naturals, Inc. (OTCBB: AMNT - News), a brand known for trademark values of authenticity and quality and Amish culinary craftsmanship, today announced thirteen new additions to its line of premium organic pasta products premiering at the Natural Foods Expo East in Baltimore, Maryland. Source: Amish Naturals, Inc.
· View Multimedia Gallery
Additions to Amish Natural's line include: Fiber Rich, Garlic Parsley, Tomato Basil, Whole Wheat, Spinach and Plain varieties of both bird's nest style Spaghetti and Penne Rigate cut pastas.
Amish Naturals will serve booth visitors tastes of its organic pastas during all three Expo East tradeshow days (Thursday, September 27 through Saturday, September 29) at Booth 3852 in the Baltimore Convention Center.
"Our development team examined numerous cuts of penne before choosing Penne Rigate, a ridged tube with diagonally-cut ends, "said David Skinner, Sr., President and CEO, Amish Naturals, Inc. "We tested and tasted, and felt the Rigate cut utilizing artisan methods had some real advantages, in particular that the texture allows it to hold sauce well; we really like how flavor stays on the pasta, and not your plate."
Amish Naturals' bird nest style Spaghetti offers not only an attractive presentation for entertaining but also, since each bundle is a single portion; it is the perfect pasta for a quick meal for one helping to ensure proper portion control.
The new products join Amish Naturals' original, uniquely shaped, short Fettuccine noodle that is perfect for any pasta recipe. Whether preparing a soup, a pasta salad or a traditional Fettuccine Alfredo these pastas maintain their al dente texture far beyond the recommended cooking time.
"Much like the original lines of Amish Naturals Fettuccines, the new Spaghetti and Penne Rigate cuts are examples of quality. The texture of both the long cut Spaghetti and the tube shaped Penne Rigate is unique when compared to other brands," said Stacey DeHass, Executive Chef of Amish Naturals. "Plus, the flavors are amazing. From the moment you open the box you can smell the rich seasonings of our flavored products. Whether you are preparing a pasta salad, as an entree or even a side dish, these pastas lend themselves well to any preparation."
All Amish Naturals' pastas are made with the very best ingredients and manufactured under the strictest Kosher and Organic regulations. Their careful sheeting and cutting method of pasta making is reminiscent of an Italian grandmother hand rolling and cutting sheets of dough.
Amish Naturals, Inc. was founded with the goal to bring wholesome Amish products to shopping carts and dinner tables nationwide. The Amish Naturals' family of products includes the Amish Naturals' line of premium pastas and the Amish Heritage line of all-natural, gourmet condiments and soups. For more information on Amish Naturals, Inc. please visit www.amishnaturals.com.
About Amish Naturals, Inc.
Amish Naturals' mission is to increase shareholder value through the sale and distribution of organic, Amish food products to the exploding market for organic and wholesome foods. Last year, the U.S. market for natural/organic foods was estimated to have totaled approximately $13.8 billion. Building on generations of traditions, the company has created food that reflects the wholesomeness and purity of the Amish people and their culinary customs. For more information, please visit www.amishnaturals.com.
Business Risks and Forward Looking Statements
This press release contains forward-looking statements relating to, among other things, the expected launch of our products, its revenue growth, or the continued revenue growth of the organic and wholesome foods segments.
These statements are expressly made in reliance on the safe harbor provisions contained in Section 21E of the Securities Exchange Act of 1934. Sales and earnings trends are affected by many factors including, among others, our entry into an effective distribution agreement with one or more wholesale food brokers or large-scale retail outlets, the effectiveness of our promotion and merchandising strategies, the efficient operation of our production facility and supply chain, the changing dietary and culinary habits of consumers in our target markets, and our effective management of business risks.
In light of these risks, the forward-looking statements contained in this press release are not guarantees of future performance and in fact may not be realized. Our actual results could differ materially and adversely from those expressed in this press release. Further, the statements made by us represent our views only as of the date of this press release, and it should not be assumed that the statements made herein remain accurate as of any future date. We do not presently intend to update these statements prior to the filing of our next report with the Securities and Exchange Commission and undertake no duty to any person to affect any such update under any circumstances. Investors are also urged to review carefully the discussion under the caption "Risk Factors" in our Current Report on Form 8-K and our Prospectus, filed on October 31, 2006, and June 14, 2007, respectively, with the Securities and Exchange Commission, which may be accessed through the EDGAR database maintained by the SEC at www.sec.gov.
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
![[Eek!]](eek.gif)
