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) December 15, 2006
MPM Technologies, Inc.
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(Exact Name Of Registrant As Specified In Its Charter)
Washington
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(State or Other Jurisdiction of Incorporation)
0-14910 81-0436060
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(Commission File Number) (I.R.S. Employer Identification No.)
199 Pomeroy Road, Parsippany, NJ 07054
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(Address of Principal Executive Offices) (Zip Code)
(973) 428-5009
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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
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Item 3.02. Unregistered Sales of Equity Securities
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Pursuant to certain promissory notes dated July 16 and July 23, 2002,
as of December 15, 2006, the Company was indebted to Michael J. Luciano, its
Chairman and Chief Executive Officer, in the amount of $525,000. Pursuant to a
promissory note dated March 29, 2004, the Company was indebted to the JFLI
Trust, of which Mr. Luciano is the sole trustee (the "Trust"), in the amount of
$245,000 (all such promissory notes are collectively hereinafter referred to as
the "Notes"). In order to reduce its indebtedness to Mr. Luciano and the Trust,
the Company, on December 15, 2006, entered into an agreement with Mr. Luciano,
in his individual capacity and as trustee of the Trust, pursuant to which Mr.
Luciano (i) converted $525,000 in indebtedness owing to him, individually, into
2,100,000 shares of the Company's common stock, .001 par value ("common stock"),
and (ii) converted $245,000 in indebtedness owing to him as trustee of the Trust
into 980,000 shares of the Company's common stock. As a result of the foregoing
transaction, the Company reduced its indebtedness by $770,000.
Immediately prior to the foregoing transaction, Mr. Luciano
beneficially owned 6,093,661 shares of common stock, representing 71.5% of the
total issued and outstanding common stock of the Company (including 396,059
shares held by him as trustee of the Trust). Immediately following the
conversion transaction disclosed in this Report, Mr. Luciano beneficially owned
9,173,661 shares of common stock, representing 79.0% of the total issued and
outstanding common stock of the Company (including 1,376,509 shares held by him
as trustee of the Trust). As a result of the conversion transaction, there has
been a change of control of the Company. Mr. Luciano now has the ability to
control the business and affairs of the Company.
The Company believes that, pursuant to Section 4(2) of the Securities
Act of 1933, as amended, (the "Act") the foregoing transaction was exempt from
the registration requirements under the Act based on the following facts: there
was no general solicitation; there was a single investor, who is an "accredited
investor" (within the meaning of Regulation D under the Act, as amended) and who
is sophisticated about business and financial matters; Mr. Luciano is an
Executive Officer and Chairman of the Company; and all shares issued are subject
to restriction on transfer, so as to take reasonable steps to assure that the
purchaser was not an underwriter within the meaning of Section 2(11) under the
Act.
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 thereunto duly authorized.
Dated: December 15, 2006 MPM TECHNOLOGIES, INC.
By /s/ Michael J. Luciano
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Michael J. Luciano, Chief Executive Officer