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) - JUNE 6, 2006
COMMISSION FILE NUMBER: 000-254888
RG GLOBAL LIFESTYLES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0230641
(State or jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
30021 TOMAS, SUITE 200
RANCHO SANTA MARGARITA, CALIFORNIA 92688
(Address of principal executive offices, including zip code)
(949) 888-9500 (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:
|_| 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)
|_| Precommencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Precommencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
RG GLOBAL LIFESTYLES, INC.
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 6, 2006, we entered into a definitive Securities Purchase
Agreement and ancillary agreements with accredited investors for a private
placement of $2,000,000 of 6.0% Callable Secured Convertible Notes due June 6,
2009 (the "Notes") and Stock Purchase Warrants (the "Warrants") to purchase
4,000,000 shares of our common stock exercisable before June 6, 2013, with an
exercise price of $1.10 (subject to adjustment upon certain events). The Notes
are convertible at the option of the holder at any time prior to maturity into
shares of our common stock a conversion price of the market price as defined in
the agreements. The securities were sold to accredited investors in reliance on
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"). We have agreed to file a shelf registration with the Securities and
Exchange Commission for the underlying common stock upon conversion of the Notes
according to the terms of a Registration Rights Agreement. Our obligations under
the Notes and the other transaction documents are secured by certain of our
assets.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
See Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
4.1 Securities Purchase Agreement dated July 6, 2006 by and among the
investors and the Company.
4.2 Form of Note dated June 6, 2006 by and among the investors and the
Company.
4.3 Form of Warrant dated June 6, 2006 by and among the investors and the
Company.
4.4 Registration Rights Agreement dated June 6, 2006 by and among the
investors and the Company.
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 thereto duly authorized.
Date: June 7, 2006 RG GLOBAL LIFESTYLES, INC.
By: /s/ Louis Knickerbocker
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Louis Knickerbocker,
Chief Executive Officer, Director
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