SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June _, 2006
UC HUB GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 001-15665 88-0389393
(State of Incorporation) (Commission File Number) (IRS Employer ID)
285 E. Warm Springs Road
Las Vegas, Nevada 89119
(Address of principle executive offices)
(702) 791-7030
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Copies to:
Gregory Sichenzia, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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 Instructions A.2. below):
[_] 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.
Pursuant to a Securities Purchase Agreement, dated as of June 6, 2006 (the
"Securities Purchase Agreement"), UC Hub Group Inc. (the "Company") sold an
Original Issue Discount Self-Liquidating Convertible Debenture having a
principal amount of $378,000 (the "Debenture').
The Debenture was sold for $350,000. Except to pay off certain liabilities
of the Company totaling approximately $327,000, the proceeds of the offering
will be used for working capital purposes.
The Debenture does not bear interest. The principal sum of the Debenture
must be paid by June 7, 2008 and is convertible into 7,560,000 shares of the
Company's common stock, at the Purchasers' option, at a conversion price equal
to $0.05 per share (subject to adjustment as provided in the Debenture). On the
fist of each month commencing on the first date following the earlier of (a) 30
calendar days following the Effective Date and (b) 180 Calendar days following
the Closing Date (as defined in the Securities Purchase Agreement) and
terminating upon the full redemption of the Debenture, the Company shall redeem
an amount equal to the sum of $21,000 in principal amount of the Debenture and
all liquidated damages and other amounts owed to the holder of the Debenture.
The full principal amount of the Debenture is due upon a default under the
terms of the Debenture. In the event that the Company breaches any
representation or warranty in the Securities Purchase Agreement, the outstanding
principal amount of the Debenture, plus liquidated damages and other amounts
owing in respect thereof through the date of acceleration, shall become, at the
holder's election, immediately due and payable in cash at the Mandatory Default
Amount (as defined in the Debenture).
In connection with the sale of the Debenture, the Company also issued (i) a
warrant to purchase 7,560,000 shares of the Company's common stock at a purchase
price of $.075 per share, subject to adjustment as provided for in the warrant
and a term of exercise of two years from June 7, 2006 (the "Initial Exercise
Date") and (ii) a warrant to purchase 7,560,000 shares of the Company's common
stock at a purchase price of $.05 per share, subject to adjustment as provided
in the warrant, and a term commencing on Initial Exercise Date and terminating
on the earlier of (a) 180 days following the date the initial Registration
Statement filed by the Company pursuant to the Registration Rights Agreement
executed in connection with the execution of the Securities Purchase Agreement
is declared effective by the Securities and Exchange Commission and (b) the two
year anniversary of the Initial Exercise Date. The Warrants on a cashless basis
if at any time after one year from the date of issuance of the warrant there is
no effective registration statement registering or no current prospectus
available for, the resale of the shares of common stock underlying the warrant.
In the event the purchaser exercises the warrants on a cashless basis, then the
Company will not receive any proceeds.
In addition, the conversion price of the Debenture and the exercise price
of the warrants may be adjusted in certain circumstances such as if the Company
pays a stock dividend, subdivides or combines outstanding shares of common stock
into a greater or lesser number of shares, or takes such other actions as would
otherwise result in dilution of the selling stockholder's position.
The Company is required to file a registration statement with the
Securities and Exchange Commission within 30 days of Closing Date (as defined in
the Securities Purchase Agreement), which will include 150% of the common stock
underlying the Debentue, and the warrant, any additional shares issuable in
connection with any anti-dilution provisions in the note or the warrants and any
securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the foregoing.
The holder of the Debenture and the warrants many not to convert the
Debenture or exercise their warrants and receive shares of the Company's common
stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise exceeds 4.9% of
the then issued and outstanding shares of common stock. This limitation may be
waived by the holder of the Debenture or warrants upon not less than 61 days'
prior notice to the Company, to change the beneficial ownership limitation to
9.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the issuance of
shares of Common Stock upon conversion of this note or the exercise of the
warrants. Upon such a change by a Holder of the Beneficial Ownership Limitation
from such 4.99% limitation to such 9.99% limitation, the beneficial ownership
limitation may not be further waived by the holder of the notes or warrants.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.
The discusses above in Item 1.01 are a debt obligation arising other than
in the ordinary course of business which constitute a direct financial
obligation of the Company
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The Debenture and Warrants described in Item 1.01 were offered and sold to
the Investors in a private placement transaction made in reliance upon
exemptions from registration pursuant to Section 4(2) under the Securities Act
of 1933 and Rule 506 promulgated thereunder. The investor is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Securities
Act of 1933.
ITEM 9.01 EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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10.1 Securities Purchase Agreement,
10.2 Original Issue Discount Self-Liquidating Convertible Debenture due June 7, 2008
10.3 Common Stock Purchase Warrant to Purchase 7,560,000 Shares of Common Stock of UC Hub
Group Inc. at $.75 per share.
10.4 Common Stock Purchase Warrant to Purchase 7,560,000 Shares of Common Stock of UC Hub
Group Inc. at $.05 per share.
10.5 Registration Rights 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 hereunto duly authorized.
UC Hub Group Inc.
Date: July 13, 2006 By: /s/ Larry Wilcox
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Larry Wilcox
Chief Executive Officer