================================================================================
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): December 16, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 16, 2004, we entered into an Agreement with Trilogy Capital
Partners, Inc. ("Trilogy"). Pursuant to that agreement, for a period of twelve
months, Trilogy will provide publicity and marketing services for us, and
perform the functions of an in-house Investor Relations Officer. In return we
are required to pay Trilogy a fee of $10,000.00 per month for each of the twelve
months of the agreement.
As additional compensation, we issued to Trilogy warrants to purchase
up to 5,750,000 shares of our common stock, par value $0.0001 per share, with an
exercise price of $0.01 per share. The sale of these securities was made in
reliance on Section 4(2) of the Securities Act of 1933, as amended, as a sale of
securities not involving a public offering.
Under the terms of the warrants, Trilogy may purchase, at any time and
from time-to-time after the vesting of the warrants, up to 5,750,000 shares of
our common stock. 1,437,500 of the warrants vested and became exercisable upon
the execution of the agreement. The remaining warrants shall vest and become
exercisable in accordance with the following schedule:
Number of Warrants Vesting Date
------------------ ------------
1,437,500 January 9, 2005
1,437,500 January 24, 2005
1,437,500 February 8, 2005
Any unexercised warrants shall expire on November 30, 2007.
The warrants contain a cashless exercise provision, whereby the warrant
holder may, in lieu of cash payment of the aggregate exercise price of the
warrants being exercised, exchange additional warrants such that the aggregate
spread (i.e., the difference between the exercise price of the warrant and the
market price of our common stock on the date of exercise) of such shares equals
the aggregate exercise price of the shares to be purchased. In the event of a
cashless exercise, we would not receive any cash proceeds for the shares
purchased pursuant to such exercise.
We have agreed to prepare and file with the Securities and Exchange
Commission (the "SEC") a registration statement covering all shares of our
common stock issuable pursuant to the exercise of these warrants. We have agreed
that we will file such registration statement with the SEC not later than
February 15, 2005, and that we will use commercially reasonable efforts to cause
the registration statement to become effective within sixty (60) days of the
date of filing.
-2-
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Number Title
------ -----
99.1 Letter of Engagement with Trilogy Capital Partners, Inc.
99.2 Form of Warrants issued to Trilogy Capital Partners, Inc.
-3-
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: December 22, 2004
By: /s/ Michael Sheppard
--------------------------
Michael Sheppard
President, Chief Executive Officer, Chief
Operating Officer and Acting Chief
Financial Officer
-4-
EXHIBIT INDEX
Number Title
------ -----
99.1 Letter of Engagement with Trilogy Capital Partners, Inc.
99.2 Form of Warrants issued to Trilogy Capital Partners, Inc.
-5-