UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report: January 28, 2010
(Date of earliest event reported)
OurPet’s Company
(Exact name of registrant as specified in its charter)
| | | | |
| Colorado | | 000-31279 | | 34-1480558 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
1300 East Street, Fairport Harbor, OH 44077
(Address of principal executive offices including zip code)
440-354-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 3.02. | Unregistered Sales of Equity Securities. |
On January 28, 2010, OurPet’s Company (the “Company”) sold an aggregate of 117,044 shares of its series 2009 preferred stock (the “Shares”), in a private placement to a total of 13 accredited investors. All Shares in the private placement were sold at a price of $7.00 a share for a total of $819,308. The Shares sold were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance on the private offering exemption from registration provided by Section 4(2) of the Act and Rule 506 of Regulation D of the rules promulgated under the Act. The Company did not utilize an underwriter or placement agent in connection with the private placement.
The series 2009 preferred stock was established by an amendment to the Company’s articles of incorporation, as amended, which amendment is described in the Company’s current report filed with the Securities and Exchange Commission on January 27, 2010. Each Share is currently convertible into ten shares of the Company’s common stock, subject to adjustments as described in the amendment.
| Item 9.01. | Financial Statements and Exhibits. |
| | 99.1 | Press Release dated January 28, 2010 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| Date: February 2, 2010 | | OurPet’s Company |
| | |
| | By: | | /s/ Scott R. Mendes |
| | | | Scott R. Mendes, Chief Financial Officer and Treasurer |
3
EXHIBIT INDEX
| | |
Exhibit Number | | Description |
| |
| 99.1 | | Press Release dated January 28, 2010 |
