SECURITIES AND EXCHANGE COMMISION
WASHINGTON DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT: OCTOBER 18, 2004
(Date of earliest event reported)
INTREPID TECHNOLOGY & RESOURCES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Idaho 000-30065 82-0230842
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(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification #
501 Broadway Suite 200 Idaho Falls, Idaho 83402
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(Address and Zip Code of the Principal Executive Offices)
Registrant's telephone number including area code: (208) 529-5337
(Former Name and Address)
(208) 529-5337
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(Registrants telephone number, including area code)
Indicate by a check mark whether Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 13, 2004, Intrepid Technology & Resources, Inc. ('the Company"),
entered into a Standby Equity Distribution Agreement with Cornell Capital
Partners, LP. Pursuant to the Standby Equity Distribution Agreement, the Company
may, at its discretion, periodically sell to Cornell Capital Partners, LP shares
of common stock for a total purchase price of up to $25.0 million. For each
share of common stock purchased under the Standby Equity Distribution Agreement,
Cornell Capital Partners LP will pay the Company 99% of, or a 1% discount to,
the lowest closing bid price of the Company's common stock on the
Over-the-Counter Bulletin Board or other principal market on which the Company's
common stock is traded for the five days immediately following the notice date.
Cornell Capital Partners LP will retain 5% of each advance under the Standby
Equity Distribution Agreement and received $500,000 worth of common stock of the
Company as a fee under the Standby Equity Distribution Agreement. Cornell
Capital Partner's obligation to purchase shares of the Company's common stock
under the Standby Equity Distribution Agreement is subject to certain
conditions, including the Company obtaining an effective registration statement
for shares of common stock sold under the Standby Equity Distribution Agreement
and is limited to $350,000 per weekly advance and $1,200,000 per 30 days. The
Company shall also pay Newbridge Securities Corporation a fee equal to $10,000
of the Company's common stock under a placement agent agreement relating to the
Standby Equity Distribution Agreement.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On October 13, 2004, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners, LP. Pursuant to the Securities Purchase
Agreement, the Company shall issue convertible debentures to Cornell Capital
Partners, LP in the original principal amount of $750,000. The $750,000 will be
disbursed as follows: (i) $450,000, within five days of the closing of all the
transaction documents with Cornell Capital Partners, L.P., (ii) $150,000, within
five days of the filing of a registration statement related to the shares
issueable upon conversion of the convertible debentures, and (iii) the remaining
$150,000, within five days of the registration statement being declared
effective by the SEC. The second and third fundings are conditioned upon the
Company increasing its authorized shares of common stock to at least 250,000,000
shares. The debentures are convertible at the holder's option any time up to
maturity at a conversion price equal to the lower of (i) 120% of the Volume
Weighted Average Price of the common stock on the date of the Securities
Purchase Agreement or (ii) 80% of the Volume Weighted Average Price of the
common stock of the Company for the five trading days immediately preceding the
conversion date. The debentures are secured by the assets of the Company. The
debentures have a three-year term and accrue interest at 5% per year. Cornell
Capital Partners, LP will receive 10% of the gross proceeds of the convertible
debentures, paid directly from escrow upon each funding disbursement described
above. At maturity, the debentures will automatically convert into shares of
common stock at a conversion price equal to the lower of (i) 120% of the Volume
Weighted Average Price of the common stock on the date of the Securities
Purchase Agreement or (ii) 80% of the Volume Weighted Average Price of the
common stock of the Company for the five trading days immediately preceding the
conversion date.
ABOUT INTREPID TECHNOLOGY AND RESOURCES, INC.
Intrepid Technology and Resources, Inc. specializes in developing, constructing,
operating, and owning or co-owning a portfolio of projects in the Biofuels
Production area of the Renewable Energy sector. Biofuels are combustible fuels
such as biogas (methane), biodiesel, ethanol and hydrogen that are produced from
biomass -- i.e. plant-derived organic matter. The Company's current primary
focus is on biogas. The Company intends to use the proceeds that are expected
from these agreements with Cornell
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Capital Partners, LP, to fund the efforts to construct and operate BioFuels
digester facilities in southern Idaho and Western United States and support
ongoing operations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
99a. Standby Equity Distribution Agreement
99b. Securities Purchase Agreement
99c. Registration Rights Agreement
99d. Investor Registration Rights Agreement
99e. Placement Agent Agreement
99f. Press Release, dated October 18, 2004
EXHIBIT INDEX
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Exhibit No. Description Pages
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Ex - 99a.doc Standby Equity Distribution Agreement . . . . . . . . . . . 5-28
Ex - 99b.doc Securities Purchase Agreement . . . . . . . . . . . . . . . 29-52
Ex - 99c.doc Registration Rights Agreement . . . . . . . . . . . . . . . 53-67
Ex - 99d.doc Investor Registration Rights Agreement. . . . . . . . . . . 68-83
Ex - 99e.doc Placement Agent Agreement . . . . . . . . . . . . . . . . . 84-97
Ex - 99f.doc Press Release . . . . . . . . . . . . . . . . . . . . . . . 98-99
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SIGNATURES
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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 thereunto duly authorized.
INTREPID TECHNOLOGY & RESOURCES, INC.
(Registrant)
Date: October 18, 2004 By: /s/ Dr. Dennis D. Keiser, Chief Executive
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Officer & President
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Date: October 18, 2004 By: /s/ Dr. Jacob D. Dustin, Vice President,
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Secretary, and Treasurer
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