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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
August 18, 2005 (August 3, 2005)
WESTERN POWER & EQUIPMENT CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0-26230 91-1688446
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6407-B N.E. 117th Avenue, Vancouver, WA 98662
(Address of principal executive offices, including zip code)
(360) 253-2346
(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 communication 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))
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FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This Current Report contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, demand and acceptance of
services, changes in governmental policies and regulations applicable to the
mining industry, economic conditions, the impact of competition and pricing, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission by Western Power & Equipment Corp.
(the "Company"). All readers are encouraged to review this Current Report. All
such forward-looking statements, whether written or oral, and whether made by or
on behalf of the Company, are expressly qualified by the cautionary statements
and any other cautionary statements which may accompany the forward-looking
statements. In addition, the Company disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after the date
hereof.
ITEM 8.01 OTHER EVENTS.
On August 3, 2005 Arizona Pacific Materials, LLC, an Arizona limited liability
company and wholly owed subsidiary of the Company ("APM"), entered into a lease
agreement (the "Lease Agreement") with CalMat Co., a Delaware corporation dba
Vulcan Materials Company, Western Division ("Vulcan"). The Lease Agreement
provides for the lease by APM to Vulcan of certain property for $2,500 per
month. The term of the agreement is five years, subject to Vulcan's right to
extend such term for two periods of five years. The Lease Agreement provides for
the operation by Vulcan of an asphalt plant as well as for its ability to
determine to operate a ready mix plant. In addition, APM agrees to supply no
less than 250,000 tons of certain mineral materials, including basalt, cinders,
sand, gravel and other inert materials, each year that the Lease Agreement is in
effect, and Vulcan agrees to accept and purchase such amount. Vulcan shall have
the right but not the obligation to purchase additional amounts of the mineral
materials.
The above description of the Lease Agreement does not purport to be complete and
is qualified in its entirety by reference to the form of lease agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On August 18, 2005, the Company issued a press release announcing the execution
by APM of the Lease Agreement. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Lease Agreement
99.1 Press Release issued August 18, 2005
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 thereunto duly authorized.
Dated: August 18, 2005
WESTERN POWER & EQUIPMENT CORP.
By: /s/ Mark Wright
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Name: Mark Wright
Title: Chief Financial Officer