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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 February 24, 2006
WESTERN POWER & EQUIPMENT CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0-26230 91-1688446
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 3.02 below. Prior to the entry into the Subscription Agreement (as
defined below), there was no material relationship between the Company and the
purchaser (the "Purchaser") under the Subscription Agreement. The identity of
the Purchaser and the dollar amount of its purchase of the shares of Common
Stock (the "Shares") is set forth below:
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INVESTOR NUMBER OF SHARES PURCHASE PRICE
OF COMMON STOCK PER SHARE
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COSTA BRAVA PARTNERSHIP III LP 950,000 $1.87
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TOTAL: $1,776,500.00
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Company entered into a Subscription Agreement (the "Subscription
Agreement"), a form of which is attached hereto as Exhibit 4.1, with Costa Brava
Partnership III LP. Pursuant to the terms of the Subscription Agreement, the
Company sold 950,000 Shares of Common Stock to Costa Brava Partnership III LP on
February 17, 2006 for an aggregate purchase price of $1,776,500.00.
The Company will use a significant portion of the loan proceeds (not less than
90 %) to partially prepay its credit facility from several institutional lenders
(the "Debenture Purchasers") under the terms of a Waiver and Loan Prepayment
Agreement, entered into with each such lender, a form of which is attached
hereto as Exhibit 10.1 and the remainder of the proceeds will be used to support
the Company's near term needs for working capital.
The issuances of the Shares described above were made pursuant to Section 4(2)
of the Securities Act of 1933 and Regulation D promulgated thereunder.
As a result of these share issuances, the Company's number of issued and
outstanding Shares has increased to 11,130,000 such Shares as of February 17,
2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
4.1 Subscription Agreement
10.1 Waiver and Loan Prepayment Agreement
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: February 24, 2006
WESTERN POWER & EQUIPMENT CORP.
By: /s/ Mark J. Wright
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Name: Mark J. Wright
Title: Chief Financial Officer