Unassociated Document
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): June 26, 2008
NEW
CENTURY COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
0-9459
|
06-1034587
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
Number)
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9835
Santa Fe Spring Road
Santa
Fe
Springs, California 90670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (562) 906-8455
Not
applicable
(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:
| ¨ |
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)).
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| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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| ITEM
1.01 |
Entry
Into a Material Definitive
Agreement
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Pursuant
to a letter agreement dated June 26, 2008 (the “Letter Agreement”) between New
Century Companies, Inc. (the “Company”) and CAMOFI Master DDC (“CAMOFI”),
subject to the Company’s performance of its obligations under the Letter
Agreement and the execution of further documentation to be prepared in
connection with the Letter Agreement, CAMOFI has agreed to waive certain
penalties and default interest which have been accrued under the transaction
documents previously entered into with CAMOFI, including a 12% Senior Secured
Convertible Promissory Note due February 20, 2009 in the original principal
amount of $3,500,000, Security Agreement, an Amended and Restated Registration
Rights Agreement, and a Subsidiary Guaranty. Pursuant to the Letter Agreement,
the Company will issue an amended and restated Note (the “Amended Note”) in the
principal amount of $2,950,000 with a new maturity date of August 1, 2010.
Additionally, under the Letter Agreement:
1. Commencing
on August 1, 2008, and continuing thereafter on the first business day of every
month for the next twenty-four (24) months, the Company will pay to CAMOFI
$70,000, allocated first to the payment of interest and second to the payment
of
principal on the Amended Note.
2. On
or
before August 22, 2008, the Company will deposit $140,000 (representing two
(2)
months’ payments under Paragraph 1.), into a controlled account satisfactory to
CAMOFI, and the Company will take all actions necessary to ensure that so long
as any amounts remain outstanding under the Amended Note, there will be no
less
than $140,000 in such controlled account.
3. Within
three (3) business days, the Company will issue to CAMOFI five year warrants
(the “Warrants”), entitling CAMOFI to purchase (i) 725,000 shares of Common
Stock at an exercise price of $0.10 per share, and (ii) 725,000 shares of Common
Stock at an exercise price of $0.20 per share. The shares of Common Stock
issuable upon exercise of the Warrants (the “Warrant Shares”), will have been
previously registered such that all of such Warrant Shares will be freely
tradable by CAMOFI immediately upon CAMOFI’s exercise of the applicable Warrant.
The Warrants will replace the previously issued warrants to CAMOFI.
4. Within
three (3) business days, the Company will issue to CAMOFI a certificate
representing 725,000 freely tradable shares of the Company’s common
stock.
5. The
Company will timely deliver or cause to be delivered such other documents,
instruments or agreements, opinions of counsel, as CAMOFI will reasonably
request to enable it to make a public sale of the 675,000 shares of Common
Stock
previously delivered to CAMOFI by the Company.
6. The
Company will (i) retain a restructuring advisor satisfactory to CAMOFI upon
terms and conditions satisfactory to the Company and CAMOFI, and (ii) continue
the engagement of such restructuring advisor until any and all amounts owing
by
the Company to CAMOFI have been repaid.
| ITEM
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
disclosure in Item 1.01 is incorporated herein by reference.
| ITME
3.02 |
Unregistered
Sales of Equity
Securities.
|
The
disclosure in Item 1.01 is incorporated herein by reference. All securities
referred to herein are being issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended, pursuant
to
Section 4(2) thereof and Regulation D.
| ITEM
9.01 |
Financial
Statements and Exhibits.
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| 10.1 |
Letter
Agreement dated June 26, 2008 between the Company and
CAMOFI.
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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.
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NEW
CENTURY COMPANIES, INC.
(Registrant)
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|
|
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| Date:
June 30, 2008 |
By: |
/s/
DAVID DUQUETTE |
| |
David Duquette |
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President
and Chief Executive Officer
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INDEX
TO EXHIBITS
| 10.1 |
Letter
Agreement dated June 26, 2008 between the Company and
CAMOFI.
|