UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) November 30, 2004
WALKER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-5418 13-2637172
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(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
990 Stewart Avenue - Suite 60A, Garden City, New York 11530
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 832-7000
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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 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 November 24, 2004, The Registrant entered into a Common Stock Purchase
Agreement with Fusion Capital Fund II, LLC pursuant to which Registrant may sell
up to $6 million of newly issued Walker common stock over a period of up to 24
months. The Registrant will control the timing and amount, if any, of common
stock to be sold to Fusion Capital. The price for each sale will be based on the
market price of the common stock for a specified period preceeding the sale date
without any fixed discount to the market price. Fusion Capital has also
affirmatively agreed not to hedge or engage in any shorting activities in Walker
common stock.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description of Exhibit
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10.1 Common Stock Purchase Agreement between the registrant and
Fusion Capital Fund II, LLC dated November 24, 2004
10.2 Registration Rights Agreement between registrant and Fusion
Capital Fund II, LLC dated November 24, 2004
Signature
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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.
Walker Financial Corporation
Registrant
Date: November 30, 2004 By: /s/ Mitchell Segal
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Mitchell Segal
President and Chief Executive
Officer