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)
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November 1, 2004
NOXSO CORPORATION
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(Exact name of registrant as specified in its charter)
Virginia 000-17454 54-1118334
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(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification no.)
1065 South 500 West, Bountiful, Utah 84010
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(Address of principal executive offices) (Zip code)
(801) 296-6976
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(Registrant's telephone number, including area code)
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 240.13c-4(c)
This document contains a total of 16 pages.
Item 1.01 Entry into a Material Definitive Agreement
On November 1, 2004, the Company entered into a Purchase and Sale
Agreement (the "Agreement") with Rocky Point Partners, LLC ("RPP"). Gary T.
Robinson, who has done and continues to do consulting work for the Company, is a
managing member of RPP.
Subject to the satisfaction of specified conditions, the Agreement
provides for the sale of approximately 151 acres of real property in Dallas,
Dallas County, Texas (the "Property") by RPP to the Company in exchange for
$6,500,000 (the "Purchase Price"). The Agreement calls for the payment of
$500,000 in Earnest Money that will be paid in the form of two promissory notes
in the principal amounts of $300,000 and $200,000. The $300,000 note will be due
and payable in full at closing and, subject to certain contingencies, the
$200,000 promissory note will be due and payable in a single balloon payment on
the eighteen month anniversary of that note.
At closing, convertible promissory notes in the principal amount of
$3,600,000 will be issued to RPP. These convertible promissory notes in the
principal amount of $3,600,000 will be due and payable on the one year
anniversary of the date these notes. Upon the satisfaction of various conditions
on or after closing, additional convertible promissory notes in the principal
amount of $2,300,000 will be issued to RPP as payment for the remaining Purchase
Price. These convertible promissory notes in the principal amount of $2,300,000
will be due and payable on the one year anniversary of the date of the notes.
The convertible promissory notes in the principal amount of $6,000,000 will be
convertible into a maximum of 5,000,000 shares of the Company's common stock.
On November 1, 2004, the Company received a fully executed letter
agreement (the "Letter Agreement"), dated October 26, 2004, with Park Avenue
Mortgage Group, Inc. ("PAMG"). Under the Letter Agreement, PAMG will seek to
obtain financing for the Company that is secured by the Property. PAMG will be
entitled to a commission and warrants upon successful completion of a loan
transaction on terms that are satisfactory to the Company. PAMG will be working
with Parkview Partners, Ltd. in connection with such financing efforts.
A copy of the Agreement and the earnest money notes are attached hereto
as Exhibit 10.1 through 10.3. A copy of the Letter Agreement is attached hereto
as Exhibit 10.4.
Item 9.01 Financial Statements and Exhibits
a. Financial statements of businesses acquired
Not applicable.
b. Pro forma financial information
Not applicable
c. Exhibits
Number Description
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10.1 Purchase and Sale Agreement by and between the
Company and Rocky Point Partners, LLC, dated November
1, 2004
10.2 Earnest Money Promissory Note in the Principal Amount
of $300,000
10.3 Earnest Money Promissory Note in the Principal Amount
of $200,000
10.4 Letter Agreement by and between the Company and Park
Avenue Mortgage Group, Inc., dated October 26, 2004
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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.
NOXSO CORPORATION
Date: November 5, 2004 By /s/ Richard J. Anderson
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Richard Anderson
President
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