UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 3, 2011
ZBB Energy Corporation
(Exact name of registrant as specified in charter)
| Wisconsin | 001-33540 | 39-1987014 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification Number) |
| N93 W14475 Whittaker Way, Menomonee Falls, Wisconsin | 53051 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (262) 253-9800
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 | 1.01. | Entry Into a Material Definitive Agreement. |
On January 3, 2011, ZBB Energy Corporation (the “Company”) entered into a Stock Purchase Agreement with a purchaser providing for the sale of a total of 504,630 shares of the Company’s common stock for an aggregate purchase price of $545,000 at a price per share of $1.08, which is equal to the closing price of the Company’s common stock on December 31, 2010 (the “Transaction”).
The Company estimates that the net proceeds from the Transaction will be approximately $535,000 which will be used to meet the Company’s working capital needs and general corporate purposes.
The shares of common stock to be sold are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was declared effective on May 13, 2009 (File No. 333-156941) (the “Registration Statement”).
The closing of the sale of these shares is expected to take place in early January 2011, subject to customary closing conditions, including approval of the issuance of the shares by NYSE Amex..
The information contained in this Current Report on Form 8-K does not constitute an offer to sell or solicitation of offers to buy the shares or any other securities.
A copy of the form of Stock Purchase Agreement entered into with the investor purchasing the shares is attached hereto as Exhibit 10.1. In addition to this Stock Purchase Agreement, Exhibits 5 and 23 are filed herewith in connection with the Registration Statement and are incorporated herein by reference.
On January 3, 2011, the Company entered into a financial advisory agreement (the “Financial Advisory Agreement”) with Stonegate Securities, Inc. (“Stonegate”). Pursuant to the Financial Advisory Agreement, the Company agreed to pay Stonegate a cash fee of $10,000 for financial advisory services in connection with the Transaction. A copy of the Financial Advisory Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.
| Item | 3.02. | Unregistered Sales of Equity Securities. |
The information contained in “Item 1.01 – Entry Into a Material Definitive Agreement” is incorporated herein by reference.
| Item | 9.01. | Financial Statements and Exhibits. |
Exhibits
The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.
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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.
| ZBB Energy Corporation | ||
| Dated: January 4, 2011 | By: | /s/ Eric C. Apfelbach |
| Name: Eric C. Apfelbach | ||
| Title: President and CEO | ||
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 5 | Opinion of Godfrey & Kahn, S.C. | |
| 10.1 | Form of Stock Purchase Agreement, dated January 3, 2011 | |
| 10.2 | Financial Advisory Agreement between ZBB Energy Corporation and Stonegate Securities, Inc., dated January 3, 2011 | |
| 23 | Consent of Godfrey & Kahn, S.C. (included as part of Exhibit 5) |