SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): May 16, 2002
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EAGLE SUPPLY GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 000-25423 13-3889248
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification Number)
122 East 42nd Street, Suite 1116, New York, NY 10168
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (212) 986-6190
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Page 1 of 4
Item 5. Other Events.
On May 15, 2002, Eagle Supply Group, Inc. (the "Company") entered
into a Securities Purchase Agreement ("Securities Purchase Agreement")
with certain accredited investors to sell 1,090,909 shares of the
Company's common stock, $0.0001 par value per share (the "Common
Stock"), and warrants to purchase up to 109,091 shares of Common Stock
(the "Purchaser Warrants") in a private placement transaction for
gross proceeds to the Company, prior to the deduction of fees,
expenses, and commissions, of $3 million. The Securities Purchase
Agreement provides for the issuance and sale of the Common Stock and
Purchaser Warrants in two equal and separate tranches.
The first tranche closed on May 16, 2002. The second tranche is
expected to close no later than 150 days from the date of the
Securities Purchase Agreement. The net proceeds from the offering
will be used by the Company for working capital and other general
corporate purposes, including, without limitation, startup costs and
investments related to the opening of new distribution centers and
funding all or a portion of an investment in possible acquisition
opportunities that may arise. In addition to the payment of cash
commissions, the Company also agreed to issue warrants to purchase up
to 109,090 shares of Common Stock ("Finder Warrants") to vFinance
Investments, Inc. for its services in connection with the private
placement.
The Purchaser Warrants and the Finder Warrants are exercisable
for five years following their issuance at an exercise price of $3.50
per share. The exercise price and the number of shares of Common
Stock issuable upon the exercise are both subject to certain anti-
dilution and other adjustments under certain circumstances.
In connection with the private placement, the Company entered
into a registration rights agreement with the purchasers of the Common
Stock and Purchaser Warrants pursuant to which the Company has agreed
to register for resale under the Securities Act of 1933 all shares of
Common Stock issued in the private placement, as well as shares of
Common Stock issuable upon the exercise of the Purchaser Warrants (the
"Registration Rights Agreement"). The Company also provided similar
registration rights for the shares of Common Stock underlying the
Finder Warrants.
A copy of the form of Purchaser Warrants, the Securities Purchase
Agreement, and the Registration Rights Agreement are attached hereto
as Exhibits 4.1, 4.3, and 4.4, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. In addition, a
copy of the letter agreement pursuant to which the Company agreed to
compensate vFinance Investments, Inc. for its services in connection
with the private placement, together with the form of Finder Warrant,
also are attached hereto as Exhibits 1.1 and 4.2, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference.
On May 20, 2002, the Company issued a press release relating to
the offering, a copy of which is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
Page 2 of 4
Item 7. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits required by Item 601 of Regulation S-K
Exhibit No. Description
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1.1 Letter agreement with vFinance Investments, Inc. regarding
compensation for services in connection with the May 2002
private placement transaction.
4.1 Form of Warrants to purchase common stock issued by Eagle
Supply Group, Inc. to investors in the May 2002 private
placement transaction.
4.2 Form of Warrants to purchase common stock issued by Eagle
Supply Group, Inc. to vFinance Investments, Inc. as
compensation for services in the May 2002 private placement
transaction.
4.3 Securities Purchase Agreement, dated as of May 15, 2002, by
and between Eagle Supply Group, Inc. and each of the
investors in the May 2002 private placement transaction.
4.4 Registration Rights Agreement, dated as of May 15, 2002, by
and between Eagle Supply Group, Inc. and each of the
investors in the May 2002 private placement transaction.
99.1 Press Release issued May 20, 2002, relating to the May 2002
private placement transaction of common stock and warrants
by the Company.
[Rest of Page Intentionally Blank. Signature on following Page.]
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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.
EAGLE SUPPLY GROUP, INC.
Date: May 21, 2002 By: /s/ Douglas P. Fields
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Douglas P. Fields
Chief Executive Officer
Page 4 of 4
EXHIBIT INDEX
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Exhibit No. Description
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1.1 Letter agreement with vFinance Investments, Inc. regarding
compensation for services in connection with the May 2002
private placement transaction.
4.1 Form of Warrants to purchase common stock issued by Eagle
Supply Group, Inc. to investors in the May 2002 private
placement transaction.
4.2 Form of Warrants to purchase common stock issued by Eagle
Supply Group, Inc. to vFinance Investments, Inc. as
compensation for services in the May 2002 private placement
transaction.
4.3 Securities Purchase Agreement, dated as of May 15, 2002, by
and between Eagle Supply Group, Inc. and each of the
investors in the May 2002 private placement transaction.
4.4 Registration Rights Agreement, dated as of May 15, 2002, by
and between Eagle Supply Group, Inc. and each of the
investors in the May 2002 private placement transaction.
99.1 Press Release issued May 20, 2002, relating to the May 2002
private placement transaction of common stock and warrants
by the Company.