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
March 10, 2005
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 March 10, 2005, Intrepid Technology & Resources, Inc. (the "Company")
entered into a Termination Agreement with Cornell Capital Partners, LP
("Cornell"), whereby that certain Standby Equity Distribution Agreement, dated
January 28, 2005, and the related Registration Rights Agreement, Placement Agent
Agreement and Escrow Agreement of even date therewith were terminated.
Upon execution of the Termination Agreement, the Company entered into a new
Standby Equity Distribution Agreement with Cornell on March 10, 2005. Pursuant
to the Standby Equity Distribution Agreement, the Company may, at its
discretion, periodically sell to Cornell 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 will pay the Company
99% of, or a 1% discount to, the lowest closing bid price of the common stock
during the five consecutive trading period immediately following the notice
date. Further, Cornell will retain a fee of 5% of each advance under the Standby
Equity Distribution Agreement. Cornell'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.
ITEM 3.02 UNREGISTERED SALE OF SECURITIES.
On March 10, 2005, the Company and Cornell terminated the Securities
Purchase Agreement entered into on October 13, 2004 with Cornell, and the
related Convertible Debentures, Security Agreement, Escrow Agreement and
Irrevocable Transfer Agent Instructions of even date therewith were terminated.
Upon execution of the Termination Agreement, the Company entered into a new
Securities Purchase Agreement with Cornell on March 10, 2005. Pursuant to the
Securities Purchase Agreement, Cornell issued convertible debentures to Intrepid
Tecnology & Resources, Inc. The debentures are convertible at the holder's
option any time up to maturity at a fixed conversion price equal to $0.055 (the
"Fixed Price"). The debentures are secured by the assets of the Company. The
debentures have a three-year term and accrue interest at 5% per year. At
maturity, the debentures will automatically convert into shares of common stock
at a conversion price equal to the Fixed Price.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description
EXHIBIT DESCRIPTION LOCATION
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Termination Agreement dated as of March 10, 2005 between the
Exhibit 99.1 Company and Cornell Capital Partners, LP relating to the Standby Provided herewith
Equity Distribution Agreement entered into on January 28, 2005
Exhibit 99.2 Standby Equity Distribution Agreement dated as of March 10, 2005 Provided herewith
between the Company and Cornell Capital Partners, LP
Exhibit 99.3 Registration Rights Agreement dated as of March 10, 2005 between Provided herewith
the Company and Cornell Capital Partners, LP
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EXHIBIT DESCRIPTION LOCATION
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Placement Agent Agreement dated as of March 10, 2005 by and
Exhibit 99.4 among the Company, Cornell Capital Partners, LP and Newbridge Provided herewith
Securities Corporation
Termination Agreement dated as of March 10, 2005 between the
Exhibit 99.5 Company and Cornell Capital Partners, LP relating to the Securities Provided herewith
Purchase Agreement entered into on October 13, 2004
Exhibit 99.6 Securities Purchase Agreement dated as of March 10, 2005 between Provided herewith
the Company and Cornell Capital Partners, LP
Exhibit 99.7 Convertible Debenture issued to Cornell Capital Partners, LP and Provided herewith
dated as of March 10, 2005
Exhibit 99.8 Security Agreement dated as of March 10, 2005 between the Provided herewith
Company and Cornell Capital Partners, LP
Exhibit 99.9 Investor Registration Rights Agreement dated as of March 10, 2005 Provided herewith
between the Company and Cornell Capital Partners, LP
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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: March 10, 2005 INTREPID TECHNOLOGY & RESOURCES, INC.
By: /s/ Dr. Dennis D. Keise
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Name: Dr. Dennis D. Keiser
Title: President, Chief Executive
Officer and Director
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