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
December 8, 2004
INTREPID TECHNOLOGY & RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
IDAHO 00-27845 84-1304106
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
501 WEST BROADWAY, SUITE 200, IDAHO FALLS, IDAHO 83402
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (208) 529-5337
NOT APPLICABLE
(Former Name or Former Address, If Changed Since 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:
[_] 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 December 8, 2004, Intrepid Technology & Resources, Inc. (the "Company")
entered into an amendment to that certain Securities Purchase Agreement (the
"Purchase Agreement") dated October 13, 2004 by and between the Company and
Cornell Capital Partners, LP ("Cornell Capital Partners"). Pursuant to the
Purchase Agreement, Cornell Capital Partners was to disburse $750,000 to the
Company as follows: (i) $450,000 was on the fifth business day following the
date of the Purchase Agreement (ii) $150,000 on the fifth business day following
the date the registration statement (the "Registration Statement") is filed,
pursuant the Investor Registration Rights Agreement dated the date thereof, with
the SEC (iii) $150,000 on the fifth business day following on the date the
Registration Statement is declared effective by the SEC. Pursuant to the
amendment to the Purchase Agreement, the second and third traunches totaling
$300,000 shall both be funded on the fifth business day following the date the
Registration Statement is filed with the SEC. In addition, the amendment
permits the Company to file one registration statement on Form S-8 (the
"Permitted Form S-8 Registration Statement") for 1,000,000 shares, provided
however, the Company may not issue or grant any shares pursuant to the Permitted
Form S-8 Registration until at least six months after the date the Registration
Statement becomes effective (the "Issuance Restrictions").
On December 8, 2004, the Company entered into an amendment to that certain
Standby Equity Distribution Agreement dated October 13, 2004 by and between the
Company and Cornell Capital Partners (the "Agreement"). Pursuant to the
amendment to the Agreement, the Company may file the Permitted Form S-8
Registration Statement, subject to the Issuance Restrictions.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
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EXHIBIT DESCRIPTION LOCATION
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Exhibit 99.1 Amendment No. 1 to the Securities Purchase Agreement dated Provided herewith
December 8, 2004 between the Company and Cornell Capital Partners
Exhibit 99.2 Amendment No. 1 to the Standby Equity Distribution Agreement dated Provided herewith
December 8, 2004 between the Company and Cornell Capital Partners
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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 10, 2004 INTREPID TECHNOLOGY & RESOURCES, INC.
By: /s/ Dr. Dennis D. Keiser
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Name: Dr. Dennis D. Keiser
Title: President, Chief Executive
Officer and Director
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