SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 8, 2004
TREND MINING COMPANY
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-31159 81-0304651
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
301 Central Avenue, #384
Hilton Head, South Carolina 29926
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(Address of Principal Executive Offices)
(Zip Code)
(843) 842-4048
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or former address, if changed from 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 (see General Instruction A.2. below):
|_| Written communication 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-4c))
Item 1.01. Entry into a Material Definitive Agreement; Item 2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of the Registrant; Item 3.02 Unregistered Sales of Equity
Securities.
On December 8, 2004, Trend Mining Company (the "Company") entered into
a Subscription Agreement (the "Subscription Agreement") with certain
institutional and accredited investors providing for the issuance and sale of up
to $2,000,000 of secured convertible promissory notes (the "Notes") of the
Company convertible into shares of its common stock at a conversion price of
$0.30 per share. If the aggregate principal amount of the Notes are issued and
are converted, the Company will issue approximately 6,666,667 shares of its
common stock. The Notes will be amortized over a three year period and accrue
interest at the minimum rate of 10% per annum. Principal and interest are
payable monthly at the option of the Company in cash or shares of the Company's
common stock. The Company closed on $250,000 pursuant to the Subscription
Agreement on December 8, 2004 and an additional $1,750,000 is expected to close
within ten (10) business days following the initial closing.
Pursuant to the Subscription Agreement, the Company is also obligated
to issue Class A Warrants and Class B Warrants (collectively, the "Warrants) to
purchase shares of its common stock. If all of the Warrants are exercised, the
Company will issue approximately 6,000,001 shares of its common stock. The Class
A warrants are exercisable for five years at an exercise price of $0.50 per
share. The Class B Warrants are exercisable until the one hundred eightieth
(180th) day following the effective date of the registration statement providing
for the resale of the shares issuable upon conversion of the Notes and exercise
of the Warrants and may be exercised at a price of $0.25 per share. The Warrants
contain cashless exercise provisions in the event that a registration statement
providing for the resale of the shares is not effective.
Each of the directors and executive officers of the Company agreed to
enter into a Limited Standstill Agreement in which each of the individuals
agreed not to sell or transfer any shares of the Company's common stock held by
such individual until the earlier of (A) one year following the effective date
of the registration statement providing for the resale of the shares issuable
upon conversion of the Notes and exercise of the Warrants and (B) until all the
shares have been sold pursuant to such registration statement or Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act").
Pursuant to a Pledge and Security Agreement dated as of December 8,
2004, the Company granted to the investors a security interest in all of the
Company's assets to secure the obligations under the Notes. The Company is also
required to file a registration statement providing for the resale of the shares
issued upon conversion of the Notes and exercise of the Warrants. The
transactions contemplated by the Subscription Agreement are exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) and
Regulation D of the Securities Act.
Incorporated herein by reference are the following: Form of
Subscription Agreement (Exhibit 10.1), form of Pledge and Security Agreement
(Exhibit 10.2), form of Secured Convertible Promissory Note (Exhibit 10.3), form
of Class A Warrant (Exhibit 10.4), form of Class B Warrant (Exhibit 10.5) and
form of Limited Standstill Agreement (Exhibit 10.6). The respective descriptions
of the form of Subscription Agreement, form of Pledge and Security Agreement,
form of Secured Convertible Promissory Note, form of Class A Warrant, form of
Class B Warrant and form of Limited Standstill Agreement contained herein are
qualified in their entirety by the respective terms of each document
incorporated herein by reference. A copy of the press release announcing the
financing is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Exhibit 99.1 shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as
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amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Form of Subscription Agreement dated as of December 8,
2004 by and among Trend Mining Company and the
purchasers identified therein.
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Exhibit 10.2 Form of Pledge and Security Agreement dated as of
December 8, 2004 by and among Trend Mining Company and
the secured parties identified therein.
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Exhibit 10.3 Form of Secured Convertible Promissory Note issued by
Trend Mining Company.
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Exhibit 10.4 Form of Class A Warrant issued by Trend Mining Company.
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Exhibit 10.5 Form of Class B Warrant issued by Trend Mining Company.
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Exhibit 10.6 Form of Limited Standstill Agreement dated as of
December 8, 2004 by and among Trend Mining Company and
the stockholders identified therein.
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Exhibit 99.1 Press Release dated December 9, 2004 announcing the
closing of the convertible note financing.
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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.
Date: December 14, 2004
TREND MINING COMPANY
By: /s/ John P. Ryan
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Name: John P. Ryan
Title: Chief Financial Officer
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Exhibit Index
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Exhibit 10.1 Form of Subscription Agreement dated as of December 8,
2004 by and among Trend Mining Company and the
purchasers identified therein.
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Exhibit 10.2 Form of Pledge and Security Agreement dated as of
December 8, 2004 by and among Trend Mining Company and
the secured parties identified therein.
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Exhibit 10.3 Form of Secured Convertible Promissory Note issued by
Trend Mining Company.
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Exhibit 10.4 Form of Class A Warrant issued by Trend Mining Company.
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Exhibit 10.5 Form of Class B Warrant issued by Trend Mining Company.
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Exhibit 10.6 Form of Limited Standstill Agreement dated as of
December 8, 2004 by and among Trend Mining Company and
the stockholders identified therein.
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Exhibit 99.1 Press Release dated December 9, 2004 announcing the
closing of the convertible note financing.
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