UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
JUNE 23, 2004
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Date of Report (date of earliest event reported)
HOST AMERICA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-16196 06-1168423
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification Number)
Two Broadway
Hamden, Connecticut 06518
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(Address of Principal Executive Offices
Including Zip Code)
(203) 248-4100
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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N/A
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Other Events
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Commencing on June 23, 2004, with a final closing on June 25,
2004, the Registrant privately placed with Laurus Master Funds,
Ltd (the "Investor") (i) a Secured Convertible Term Note A
("Note A") in the aggregate principal amount of $4,000,000
which note is convertible into 795,260 shares of the
Registrant's Common Stock at a fixed conversion price of $5.03
per share, and (ii) a Secured Convertible Term Note B ("Note
B") in the aggregate principal amount of $4,000,000 which note
is convertible into 730,194 shares of the Registrant's Common
Stock at a fixed conversion price of $5.48 per share. The
$4,000,000 in proceeds received by the Registrant from the
placement of Note A are immediately available for use by the
Registrant. However, the terms of Note B require that the
$4,000,000 in proceeds received from the placement of Note B be
placed in a "restricted bank account" under the sole domain and
control of the Investor to be released to the Registrant in
certain specified amounts only upon presentation to and
approval by the Investor of bona fide customer contracts
obligating the customer to acquire certain energy savings
products, including circuit board units and control boxes, from
the Registrant or any of its subsidiaries. In addition, the
Registrant may request the Investor from time to time to direct
the bank to release all or a portion of the amounts contained
in the restricted account following or in connection with a
corporate acquisition by the Registrant or upon conversion of
Note B by Investor into Registrant's Common Stock.
Note A bears interest at prime plus 1%, which rate is subject
to reduction features based on performance. Note B bears
interest at 1% until such time as it becomes no longer subject
to the restricted account then interest is calculated on the
same terms as Note A. Both notes are for a term of three years.
The Registrant also issued to the Investor a Common Stock
Purchase Warrant (the "Warrant") for 450,000 shares of the
Registrant's Common Stock exercisable for a 10 year period at
conversion prices as follows: 300,000 shares at $5.98 and
150,000 shares at $6.23. The Warrant is subject to certain
adjustment provisions in the event the Registrant shall (a)
effect a corporate reorganization or merger; or (b) consolidate
with or merge into any other entity or transfer all or
substantially all of its assets or properties under a plan
contemplating the dissolution of the Registrant.
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The notes are secured by a first lien on the assets of the
Registrant and its operating subsidiaries as well as a
guarantee by such subsidiaries in favor of the Investor. The
Registrant also agreed to register, at its expense, all the
underlying shares of its Common Stock issuable upon conversion
of Note A and Note B and upon the exercise of the Warrant.
In connection with the transaction, the Registrant paid fees
of 10% of the total gross proceeds.
Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(c) Exhibits
10.62 Securities Purchase Agreement between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.63 Secured Convertible Term Note A between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.64 Secured Convertible Term Note B between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.65 Master Security Agreement between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.66 Stock Pledge Agreement between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.67 Subsidiary Guaranty
10.68 Common Stock Purchase Warrant between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.69 Registration Rights Agreement between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.70 Restricted Account Agreement between Host America
Corporation, Laurus Master Fund, Ltd and North Fork
Bank dated June 23, 2004.
10.71 Restricted Account Side Letter between Host America
Corporation and Laurus Master Fund, Ltd dated
June 23, 2004.
10.72 Funds Escrow Agreement between Host America
Corporation, Laurus Master Fund, Ltd and Loeb & Loeb
LLP dated June 23, 2004.
10.73 Deposit Account Control Agreement between Host
America Corporation, Lindley Food Service
Corporation, GlobalNet Energy Investors, Inc., Laurus
Master Fund, Ltd and Fleet National Bank dated
June 23, 2004.
10.74 Deposit Account Control Agreement between Host
America, SelectForce, Inc., Laurus Master Fund, Ltd
and Fleet National Bank dated June 23, 2004.
Item 8. Change in Fiscal Year
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N/A
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Item 9. Regulation FD Disclosure
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N/A
Item 10. Amendments/Waivers to the Registrant's Code of Ethics
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N/A
Item 11. Temporary Suspension of Trading Under Registrant's Employee
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Benefit Plans
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N/A
Item 12. Results of Operations and Financial Conditions
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N/A
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.
HOST AMERICA CORPORATION
Dated: July 6, 2004 By: /s/ Geoffrey Ramsey
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Geoffrey Ramsey
Chief Executive Officer
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