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): January 14, 2009
PLANGRAPHICS, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 0-14273 84-0868815
------------------------------ ----------- ----------------------
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
112 East Main Street
Frankfort, Kentucky 40601
------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 851-0716
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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01. Entry into a Material Definitive Agreement.
On January 14, 2009, the registrant, PlanGraphics, Inc., entered into a
business loan in the amount of $30,000 with an unrelated entity, Nutmeg/Fortuna
Fund LLLP (the "Holder"), in the form of a convertible debenture ("the
Debenture"). The Debenture provides for an interest rate of 6% per annum with a
maturity date of February 28, 2009. Proceeds of the Debenture were applied to
certain critical working capital needs.
The Debenture will be, in the event of default, convertible into common
stock of the registrant if the default is not timely cured. The Debenture will
be convertible in whole or in part at a conversion price of on the date of
conversion at the lesser of $0.002 per share or fifty percent (50%) of the
average closing price for the common stock on the five trading days immediately
prior to the conversion date.
Conversion of the Debenture into common stock of the registrant is
limited and the Holder or its affiliates may not be the beneficial owner of more
than 4.99% of the total number of shares of the registrant's common stock
outstanding immediately after giving effect to the issuance of shares permitted
upon conversion by the Holder. Upon not less than 61 days notice to the
registrant, the Holder may increase or decrease this limitation.
The Convertible Debenture is filed with this Current Report as Exhibit
4.1 and in the event of a difference between the descriptions herein and the
text of Debenture, the text of the Debenture will be controlling.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The Registrant issued a Convertible Debenture creating a financial
obligation, as described in Item 1.01 herein the text of which is incorporated
by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Item 1.01, is incorporated herein by reference.
In the event default and an ensuing conversion of the Debenture into
common stock of PlanGraphics, Inc., a total of 5,207,893 shares could be issued
under the conversion limitation of 4.99% of the 99,158,706 shares of common
stock presently outstanding after giving effect to the issuance of common stock
permitted upon conversion of the Debenture by the Holder.
In the event the entire Debenture were to be converted into common
stock of PlanGraphics, Inc. without the conversion limitation noted above, based
on the price of $0.002 per share in the Debenture, the Holder would receive a
total of 15,000,000 shares of common stock in satisfaction of the principal
amount. However, the total could be higher pursuant to the provision that the
conversion price will be equal to the lesser of $0.002 or 50% of the average
trading price for the five trading days immediately prior to the conversion
date.
Any shares to be issued in conversion of the Debenture will issued in
reliance on the exemption from registration contained in Section 4(2) of the
Securities Act of 1933, as amended. Appropriate restrictive legends will be
affixed to any securities issued upon conversion of the Debenture.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
- --------------------------------------------------------------------------------
4.1 Convertible Debenture, dated January 14, 2009, by
PlanGraphics, Inc.
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.
Date: January 14, 2009
PlanGraphics, Inc.
By: /s/ Fred Beisser
-------------------------------------------
Frederick G. Beisser,
Senior Vice President - Finance,
Secretary, Treasurer and Principal
Accounting Officer