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) March 2, 2005
-------------------
Alternate Energy Corp.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-30414 86-09884116
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
3325 North Service Road Unit 105, Burlington Ontario L7N 3G2
-----------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(905) 332-3110
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------
(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 (See General Instruction A.2 below):
[ ] 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 2, 2005, the company entered into a private placement with certain
accredited investors whereby these investors have purchased $1,500,000 in
convertible notes, with Class A Warrants to purchase a number of shares equal to
the number of shares to which the Notes are convertible at a price of $.40 per
share expiring in 3 years and with Class B Warrants to purchase up to an
additional $1.5 million in the Company's common shares at 70% of the average
closing bid price for the 5 days preceding the notice to exercise and expiring
90 days after the registration statement registering the shares has been
declared effective. The note carries an interest rate of 6%. Interest is payable
quarterly in arrears in either cash or stock of the Company, at the Company's
discretion.
The Notes are convertible into shares of the Company at 70% of the average
closing bid price for the 5 days preceding the notice to convert with a floor of
$.15 and a ceiling of $.35 per share.
Class C Warrants are being issued to Westor Online, Inc., the placement agent
for the transaction. The warrant allows for the purchase of 400,000 shares at
$.40 per share and 400,000 shares at $1.00 per share, exercisable for 3 years
from the date of the closing. The investors are additionally getting 200,000
Class C Warrants.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601
of Regulation S-B.
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.
ALTERNATE ENERGY CORP.
(Registrant)
Dated: March 2, 2004 By: /s/ Blaine Froats
--------------------------------
Name: Blaine Froats
Title: Chairman of the Board, President
EXHIBIT INDEX
Number Description
4 Form of Subscription Agreement between Alternate Energy Corp., and
Platinum Partners Value Arbitrage Fund LP, Professional Traders Fund
LLC, Design Investments Ltd., Harborview Master Fund LP, and Double U
Master Fund LLP, (including the following items: Exhibit A-1: Form of
Class A Warrant; Exhibit A-2: Form of Class B Warrant; Exhibit A-3:
form of Class C Warrant;(not including the following items: Exhibit B:
Escrow Agreement; Exhibit C: Form of Legal Opinion; Exhibit D: Form of
Public Announcement or Form 8-K; Schedule 5(d): Additional Issuances;
Schedule 5(q): undisclosed liabilities; Schedule 9(e) Use of Proceeds;
and Schedule 11.1: Other Securities to be Registered).