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 EARLIEST REPORTED EVENT - MARCH 8, 2007
TIGER ETHANOL INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
NEVADA | | 000-51388 | | 84-1665042 |
| (State or other jurisdiction of | | (Commission | | (IRS Employer |
| incorporation) | | File Number) | | Identification Number) |
6600, Trans-Canada
Suite 519
Pointe-Claire, Quebec H9R 4S2
Canada
(Address of principal executive offices)
(514) 771-3795
(Registrant's telephone number, including area code)
N/A
(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:
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| o | Written communications pursuant to Rule 425 under the Securities Act |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 1.01: Entry into a Material Definitive Agreement.
On March 8, 2007, Tiger Ethanol International Inc. (previously known as Arch Management Services Inc., and referred to herein as the “Company”) entered into two stock purchase agreements pursuant to which the Company issued 500,000 shares of the Company’s common stock and Series A Warrants to purchase up to an additional 250,000 shares of the Company’s common stock. Such agreements are described in further detail in Item 3.02 below pertaining to unregistered sales of equity securities, which is incorporated into this item 1.01 by reference thereto.
On March 16, 2007, the Company entered into a stock purchase agreement pursuant to which the Company issued 750,000 shares of the Company’s common stock and Series A Warrants to purchase up to an additional 375,000 shares of the Company’s common stock. This agreement is described in further detail in Item 3.02 below, pertaining to unregistered sales of equity securities, which is incorporated into this Item 1.01 by reference thereto.
Item 3.02: Unregistered Sales of Equity Securities.
On March 8, 2007, the Company entered into a Common Stock Purchase Agreement with Emper Overseas S.A. (the “Emper Overseas Stock Purchase Agreement”). Pursuant to the Emper Overseas Stock Purchase Agreement, Emper Overseas paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of Common Stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share.
Pursuant to the Emper Overseas Stock Purchase Agreement, the Series A Warrants which have been granted shall expire on March 8, 2008, and contain customary adjustment provisions in the event of changes in the capitalization of the Company.
The total purchase price paid for the common stock and Series A Warrants pursuant to the Emper Overseas Stock Purchase Agreement was $500,000. No underwriting discounts or commissions were paid.
On March 8, 2007, the Company entered into a Common Stock Purchase Agreement with Aton Select Fund (the “Aton Select Fund Stock Purchase Agreement”). Pursuant to the Aton Select Fund Stock Purchase Agreement, Aton Select Fund paid five hundred thousand dollars ($500,000) to purchase from the Company (i) 250,000 shares of Common Stock; and (ii) Series A Warrants to purchase up to an additional 125,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share.
Pursuant to the Aton Select Fund Stock Purchase Agreement, the Series A Warrants which have been granted shall expire on March 8, 2008, and contain customary adjustment provisions in the event of changes in the capitalization of the Company.
The total purchase price paid for the common stock and Series A Warrants pursuant to the Aton Select Fund Stock Purchase Agreement was $500,000. No underwriting discounts or commissions were paid.
On March 16, 2007, the Company entered into a Common Stock Purchase Agreement with Capinvest LLC (the “Capinvest Stock Purchase Agreement”). Pursuant to the Capinvest Stock Purchase Agreement, Capinvest LLC paid one million five hundred thousand dollars ($1,500,000) to purchase from the Company (i) 750,000 shares of the Company's common stock; and (ii) Series A Warrants to purchase up to an additional 375,000 shares of the Company's common stock at an exercise price initially set at $2.50 per share.
Pursuant to the Capinvest Stock Purchase Agreement, the Series A Warrants which have been granted shall expire on March 16, 2008, and contain customary adjustment provisions in the event of changes in the capitalization of the Company.
The total purchase price paid for the common stock and Series A Warrants pursuant to the Capinvest Stock Purchase Agreement was $1,500,000. No underwriting discounts or commissions were paid.
Each of the aforementioned transactions were made with non-U.S. persons and was undertaken by the Company in reliance upon the exemption from securities registration of Regulation S of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
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.
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| | TIGER ETHANOL INTERNATIONAL INC. |
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| Date: April 5, 2007 | By: | /s/ Claude Pellerin |
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Name: Claude Pellerin |
| | Title: Secretary |
