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 the earliest event reported) September 11, 2007
VERI-TEK INTERNATIONAL, CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Michigan | 001-32401 | 42-1628978 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7402 W. 100th Place, Bridgeview, Illinois 60455
(Address of Principal Executive Offices) (Zip Code)
(708) 430-7500
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 September 11, 2007, Veri-Tek International, Corp. (the “Company”) issued a warrant to purchase an aggregate of 105,000 shares of the Company’s common stock to Roth Capital Partners, LLC (“Roth”). The warrant constitutes a portion of the placement agent fee paid to Roth in connection with the $9.0 million private placement of the Company’s common stock that closed on September 10, 2007. The warrant will be exercisable until September 11, 2012, and has an exercise price of $7.18.
The description of the terms and conditions of the placement agent warrant set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the placement agent warrant attached as Exhibit 10.1 to the Current Report on Form 8-K filed on September 11, 2007 and incorporated herein by this reference. This document is not intended to provide any other factual information about the Company. Such information can be found in other public filings the Company makes with the Securities and Exchange Commission (the “SEC”), which are available without charge at www.sec.gov.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
| VERI-TEK INTERNATIONAL, CORP. | ||
| By: | /s/ David H. Gransee | |
| Name: | David H. Gransee | |
| Title: | Vice President & CFO | |
Date: September 12, 2007