UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: July 11, 2007
NASCENT WINE COMPANY, INC.
(Exact name of Registrant as specified in charter)
Nevada |
| 333-120949 |
| 82-0576512 |
(State of Other Jurisdiction |
| (Commission |
| (IRS Employer |
of Incorporation) |
| File Number) |
| Identification No.) |
2355-A Paseo de las Americas |
|
|
San Diego, California |
| 92154 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (619) 661-0458
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Current Report on Form 8-K/A amends and restates in its entirety the Current Report on Form 8-K filed by the Registrant on July 9, 2007. This Current Report on Form 8-K/A is being filed to correct certain information disclosed in the initial Form 8-K filing with respect to the exercise price of the Series A-1 Warrant and Series A-2 Warrant issued to York Select, L.P., York Select Unit Trust, and York Credit Opportunities Fund, L.P.
Item 3.02. Unregistered Sale of Equity Securities
On July 3, 2007, the Registrant sold $8,000,000 face amount of its Series A Convertible Preferred Stock, par value $.001 per share, to York Select Unit Trust, York Credit Opportunities Fund, L.P. and York Select, L.P. (collectively “York”). The Series A Convertible Preferred Stock is convertible into 20,000,000 shares of the Registrant’s common stock, par value $.001 (“Common Stock”), based upon a conversion price of $.40 per share and a liquidation amount of $8.00 per share for the Series A Convertible Preferred Stock. The conversion price of the Series A Convertible Preferred Stock is subject to standard and value-based anti-dilution protection.
As additional consideration for the purchase of the Series A Convertible Preferred Stock, the Registrant issued to York (i) a Series A-1 warrant (the “Series A-1 Warrant”) to purchase 500,000 additional shares of Series A Convertible Preferred Stock, at an exercise price of $8.00 per share, which is in turn convertible into 10,000,000 shares of Common Stock; (ii) a Series A-2 warrant (the “Series A-2 Warrant”) to purchase 375,000 shares of Series A Convertible Preferred Stock, at an exercise price of $8.00 per share, convertible into 7,500,000 shares of Common Stock and (iii) a Series B warrant (the “Series B Warrant”) to purchase an aggregate of 375,000 shares of the Registrant’s Series B Convertible Preferred Stock for a total cash consideration to the Registration upon exercise of $3,000,000. The Series B Warrant is exercisable into shares of the Registrant’s Series B Convertible Preferred Stock which is in turn exercisable into Common Stock at an exercise price equal to 33% of the volume weighted average closing price of the Registrant’s common stock for the 30 days prior to exercise. The conversion price of the Series B Convertible Preferred Stock is subject to standard and value-based anti-dilution protection. The Series A-1 Warrant expires July 3, 2010. The Series A-2 Warrant and the Series B Warrant expire July 3, 2014.
In connection with the York transaction, the Registrant paid a cash finder’s fee of $560,000 and issued to the finder an aggregate of 1,600,000 common stock purchase warrants, each warrant exercisable to purchase one share of the Company’s common stock at any time until July 3, 2010 at a purchase price of $.40 per share. In the event that York exercises its Series A-1 and Series A-2 Warrants, the finder will receive 7% of the cash exercise price, together with warrants to purchase 8% of the total number of shares purchased upon exercise of the Series A-1 and Series A-2 warrants, carrying the same terms and conditions as the above-described warrants issued to York.
The Registrant is required to file a registration statement by August 2, 2007 for the 20,000,000 shares of Common Stock into which the Series A Convertible Preferred Stock can be converted. All of the shares of Common Stock underlying the Series A Convertible Preferred Stock issuable upon exercise of the Series A-1 Warrant and the Series A-2 Warrant, the Series B Convertible Preferred Stock issuable upon exercise of the Series B Warrant and the warrants issued to the finder are subject to demand registration rights by York and the finder.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. |
| Description of Exhibit |
10.5 |
| Form of Series A-1 Warrant |
|
|
|
10.6 |
| Form of Series A-2 Warrant |
|
|
|
10.7 |
| Form of Series B Warrant |
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SIGNATURE
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.
| Nascent Wine Company, Inc. | ||
|
| (Registrant) | |
|
|
| |
Date: July 12, 2007 | By: | /s/ Sandro Piancone | |
|
| Name: | Sandro Piancone |
|
| Its: | Chief Executive Officer |
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