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 earliest event reported): APRIL 28, 2005
WESCORP ENERGY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-30095 33-0921967
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
8711 - 50TH AVENUE, EDMONTON, ALBERTA, CANADA T6H 5H4
(Address of principal executive offices) (Zip Code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Registrant's telephone number, including area code (780) 482-4200
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 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 April 28, 2005, Wescorp Energy Inc. ("Wescorp" or the "Corporation") entered
into Subscription Agreements with several accredited investors (the
"Purchasers") pursuant to which Wescorp agreed to sell and the Purchaser agrees
to purchase 1,662,050 dollars worth of 14% Secured Convertible Debentures (the
"Debentures") of the Corporation. The Debentures bear interest at a rate of 14%
per annum, payable quarterly, commencing on March 30, 2005. The Debentures will
be repaid in full if not converted, on December 31, 2005 (the "Maturity Date").
The Debentures are secured by way of a security interest granted over the
inventory and receivables of Flowstar Technologies Inc., a wholly owned
subsidiary of the Corporation.
The Debentures may, at the option of the holder, be converted into units (the
"Units") of Wescorp at a price of $0.90 per Unit at any time prior to the
Maturity Date. Each Unit is comprised of one (1) common share (the "Common
Shares") of the Corporation and one (1) Common Share purchase warrant (the
"Warrant(s)") each of which may be exercised at any time up to December 31, 2006
as follows:
(a) if exercised on or before December 31, 2005 the holder of a Warrant
shall be entitled to purchase one (1) Common Share for each Warrant
held for US$1.00 per Common Share; and
(b) thereafter until the Maturity Date the holder of each Warrant shall be
entitled to purchase one (1) Common Share for each Warrant held for US
$2.00 per share Common Share.
The Corporation shall be entitled to prepay the Debenture in whole or in part,
at any time prior to the Maturity Date subject to the following:
(a) the Corporation providing the holder with at least one months prior
written notice (the "Notice Period") of the Corporation's intention to
repay the Debenture; and
(b) at the date the notice is issued the weighted average trading price of
the Corporation's Common Shares as traded on the NASD OTC Bulletin
Board for the ten (10) previous trading days was at least US $1.35 per
share.
If a holder converts their Debenture after a notice of repayment has been issued
by the Corporation, the Corporation undertakes to file a registration with
respect to any Common Shares issued upon such conversion of the Debenture as
soon as reasonably possible thereafter, as determined by the board of directors
of the Corporation.
The Debentures were issued to non-US residents outside the United States in
reliance upon the exemption from registration under Regulation S of the
Securities Act of 1933, as amended and to a limited number of "accredited
investors" as defined in Rule 501 of the Securities Act of 1933, as amended, who
are resident in the United States.
A portion of the proceeds from the sale of the Debentures will be used to pay
the fees incurred in connection with the private placement, including legal
fees. The remaining net proceeds will be used for working capital purposes.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On April 28, 2005, Wescorp sold 1,662,050 dollars of 14% Secured Convertible
Debentures. See "Item 1.01 Entry Into a Material Definitive Agreement" for
details.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
10.1 Certificate for 14% Secured Convertible Debenture
10.2 Form of Subscription dated as of April 28, 2005 between Wescorp
Energy Inc. and the Purchaser named therein.
10.3 Form of Common Stock Purchase Warrant
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.
WESCORP ENERGY INC.
April 28, 2005 By: /s/ DOUGLAS BILES
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Douglas Biles
President and Chief Executive Officer