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):
FEBRUARY 27, 2007 (FEBRUARY 26, 2007)
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ASI TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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NEVADA 0-6428 88-0105586
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
980 AMERICAN PACIFIC DRIVE, #111, HENDERSON, NV 89014
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (702) 734-1888
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 February 26, 2007, we entered into a Securities Purchase Agreement with
selected investors pursuant to which we issued and sold 2,855,000 shares of our
common stock ("Shares") at a purchase price of $0.45 per share for gross
proceeds of $1,284,750.
The Shares were offered, issued and sold to six accredited investors for cash.
The Jerry E. Polis Family Trust, Davric Corporation and The Polis Family LLC,
all controlled by Jerry E. Polis, an officer and director of the Company,
purchased an aggregate of 2,100,000 of the shares for cash of $945,000.
We paid no placement, commission or underwriter fees in connection with the
sale.
We offered and sold the Shares without registration under the Securities Act of
1933 to a limited number of qualified accredited investors in reliance upon the
exemption provided by Rule 506 of Regulation D thereunder. The Shares may not be
offered or sold in the United States in the absence of an effective registration
statement or exemption from the registration requirements under the Securities
Act. An appropriate legend was placed on the Shares issued.
The form of the Securities Purchase Agreement was filed as Exhibit 99.1 to our
report on Form 8-K dated January 29, 2007 and is incorporated herein by
reference. The summary of the transaction set forth above does not purport to be
complete and is qualified in its entirety by reference to such exhibit.
This Current Report on Form 8-K is neither an offer to sell nor a solicitation
of an offer to buy any of these securities. This report is being filed pursuant
to and in accordance with Rule 135c under the Securities Act.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On February 26, 2007, we issued and sold 2,855,000 shares of our common stock
for cash proceeds of $1,284,750 to selected accredited investors. For further
information about the terms of this financing, please see the disclosure under
Item 1.01 above which is incorporated herein by reference. We previously
reported on Form 8-K dated January 29, 2007 the sale of 1,640,000 shares on the
same terms for cash proceeds of $738,000, therefore the aggregate cash proceeds
from the two transactions was $2,022,750 from the sale and issuance of 4,495,000
shares of common stock.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Form of Securities Purchase Agreement dated January 26, 2007
(each individual agreement differs as to investor, amount and
shares purchased). Incorporated by reference to Exhibit 99.1
on Form 8-K dated January 29, 2007.
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.
ASI TECHNOLOGY CORPORATION
Date: February 27, 2007 /s/ JERRY E. POLIS
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Jerry E. Polis
President
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