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
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July 7, 2005
DND TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 333-42936 84-1405298
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
375 E. Elliot Road, Building 6, Chandler, Arizona 85225
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 517-1860
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.
On July 5, 2005, DND Technologies, Inc. (the "Company"), entered into a
Standby Equity Distribution Agreement ("SEDA") with Cornell Capital Partners, LP
("Cornell") dated as of June 17, 2005. Pursuant to the SEDA, the Company may, at
its discretion, periodically sell to Cornell shares of common stock for a total
purchase price of up to $10 million. For each share of common stock purchased
under the SEDA, Cornell will pay the Company 96% of the lowest volume weighted
average price of the Company's common stock, as quoted by Bloomberg, L.P., on
the Over-the-Counter Bulletin Board or other principal market on which the
Company's common stock is traded for the five days immediately following the
notice date. The price paid by Cornell for the Company's stock shall be
determined as of the date of each individual request for an advance under the
SEDA. Cornell will also retain 5% of each advance under the SEDA. Cornell's
obligation to purchase shares of the Company's common stock under the SEDA is
subject to certain conditions, including the Company obtaining an effective
registration statement for shares of the Company's common stock sold under the
SEDA and is limited to $250,000 per five trading days, provided that aggregate
advances in any 30-day period shall not exceed $1 million.
Item 3.02. Unregistered Sales of Equity Securities.
Cornell shall receive 1,142,858 shares of the Company's common stock as
a one-time commitment under the SEDA.
The Company shall issue to Morton Capital, Inc. 47,620 shares of the
Company's common stock as a one-time placement agent fee under a Placement Agent
Agreement relating to the SEDA.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit Description Location
Exhibit 99.1 Standby Equity Distribution Agreement dated as of June 17, Provided herewith
2005 between the Company and Cornell Capital Partners, LP
Exhibit 99.2 Registration Rights Agreement dated as of June 17, 2005 Provided herewith
between the Company and Cornell Capital Partners, LP
Exhibit 99.3 Placement Agent Agreement dated as of June 17, 2005 by and Provided herewith
among Exhibit the Company, Cornell Capital Partners, LP and
Morton Capital, Inc.
Exhibit 99.4 Escrow Agreement dated June 17, 2005 among the Company, Provided herewith
Cornell Capital Partners, LP and David Gonzalez, Esq.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 7, 2005 DND TECHNOLOGIES, INC.
By: /s/ Dennis Key
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Name: Dennis Key
Title: Chief Financial Officer