================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 22, 2004
Global Matrechs, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29204 58-2153309
- ---------------------------- ----------- -------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
90 Grove Street, Suite 201 Ridgefield, Connecticut 06877
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 431-6665
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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On October 22, 2004 and November 5, 2004, Global Matrechs, Inc., a
Delaware corporation (the "Company"), entered into securities purchase
agreements with Dean M. DeNuccio and Colonial Fund LLC (the "Purchasers")
relating to the private placement of 2% secured convertible promissory notes
(the "Notes") in the aggregate principal amount of $75,000 with a maturity of
two (2) years and warrants (the "Warrants") to purchase 3,000,000 shares of its
common stock at an exercise price of $0.025 per share, which expire in five
years in exchange for aggregate consideration equal to the principal amount of
the Notes.
The Notes are convertible, at the option of the holders, into shares
of common stock of the Company at a conversion price of $0.02 per share. Each
Purchaser may require the Company to repurchase some or all of its Note if the
market price of the common stock of the Company falls below $0.03 per share for
ten (10) consecutive trading days, at a repurchase price equal to 140% of the
principal amount of the Note.
The Company received approximately $70,000 in proceeds after deducting
offering expenses. The Company intends to use the proceeds for general corporate
purposes. The private placement was exempt from registration under Section 4(2)
of the Securities Act of 1993, as amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Number Description
------ -----------
4.1 Form of 2% Secured Convertible Promissory
99.1 Form of Securities Purchase Agreement
99.2 Form of Common Stock Purchase Warrant
2
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.
Global Matrechs, INC.
Date: November 4, 2004
By: /s/ Michael Sheppard
--------------------------
Michael Sheppard
President, Chief Executive Officer,
Chief Operating Officer and Acting
Chief Financial Officer
3
EXHIBIT INDEX
Number Description
------ -----------
4.1 Form of 2% Secured Convertible Promissory
99.1 Form of Securities Purchase Agreement
99.2 Form of Common Stock Purchase Warrant
4