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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) April 17, 2007
WESTERN POWER & EQUIPMENT CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26230 91-1688446
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6407-B N.E. 117th Avenue, Vancouver, WA 98662
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(Address of Principal Executive Offices) (Zip Code)
(360) 253-2346
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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 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.
In June 2005, the Company and certain institutional lenders closed under various
agreements (collectively, the "2005 Securities Purchase Agreements") evidencing
a new $30 million convertible debt facility (convertible into common shares of
the Company at an initial conversion price of $ 2.00 per share) payable over the
next five years, with a variable interest rate of LIBOR plus 6%.
Effective April 17, 2007, the Company and these lenders have entered into a
Second Amendment and Waiver Agreement (the "Second Amendment") and a Membership
Interest Transfer Agreement (the "Transfer Agreement"), forms of which are
attached hereto as Exhibit 10.1 and Exhibit 10.2. In consideration of the
lenders waiving several monetary defaults under the Securities Purchase
Agreements and deferring the payment of two redemption payments and one interest
payment, the Company, upon the terms and subject to the conditions of the Second
Amendment and the Transfer Agreement has agreed, among other things, to make
certain cash payments to the lenders and to transfer to the lenders an aggregate
of 10% of the Class A membership interests of the Company's wholly owned
subsidiary, Arizona Materials, LLC. The Company has also agreed to issue
additional debentures to the lenders equal to 10% of the outstanding principal
amount of the convertible debt held by the lenders. In addition, the Maturity
Date of the convertible debt facility was changed from June 7, 2010 to December
31, 2007.
Prior to the entry into the Second Amendment and Transfer Agreement, there was
no material relationship between the Company and the lenders except for such
lenders' relationship with the Company pursuant to the Securities Purchase
Agreements, as amended. The identity of the lenders is set forth in the Second
Amendment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits
10.1 Second Amendment and Waiver Agreement
10.2 Membership Interest Transfer 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: April 23, 2007
WESTERN POWER & EQUIPMENT CORP.
By: /s/ Mark J. Wright
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Name: Mark J. Wright
Title: Chief Financial Officer