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 June 21, 2011 -------------- ------------- |
Delaware 0-17264 20-2876380
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)563-4141
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the
Securities Act;
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act;
[ ] Pre-commencement communication pursuant to rule 14d-2(b)
under the Exchange Act;
[ ] Pre-commencement communication pursuant to Rule 13e-4(c)
under the Exchange Act.
Pursuant to the SEDA Agreement, the Company may, at its sole option and upon giving written notice to YA (an "Advance Notice"), periodically sell to YA shares of its $0.001 par value common stock ("Common Stock") in tranches. For each share of Common Stock purchased pursuant to the SEDA Agreement, YA will pay to the Company ninety-five percent (95%) of the lowest daily volume weighted average price of the Company's Common Stock as quoted by Bloomberg, LP, during the five (5) consecutive trading days after the date the Company provides an Advance Notice to YA (the "Purchase Price").
The Company is not obligated to sell any shares of Common Stock to YA but may, in the Company's sole discretion, sell that number of shares of Common Stock valued at the Purchase Price from time to time in effect that equals ten million dollars ($10,000,000) in the aggregate. YA is obligated to purchase such shares from the Company subject to certain conditions precedent including (i) Omagine, Inc. filing a registration statement with the United States Securities and Exchange Commission ("SEC") to register the shares of Common Stock sold to YA ("Registration Statement"), (ii) the SEC declaring such Registration Statement effective, (iii) periodic sales to YA must be separated by a time period equal to five trading days, and (iv) the amount of any individual sale to YA may not exceed the greater of (i) $200,000 or (ii) the average of the "Daily Value Traded" for each of the 5 trading Days prior to the date of an Advance Notice (where Daily Value Traded is the product obtained by multiplying the daily trading volume of the Common Stock for such day by the closing bid price for a share of Common Stock on such day).
Pursuant to the terms of the SEDA Amendment Agreement, the Company agreed to issue to YA sixty seven thousand seven hundred forty five (67,745) shares of its Common Stock (the "Amendment
Shares") and to include such Amendment Shares in the Registration Statement. Previously upon execution of the SEDA Agreement the Company issued to YA 176,471 shares of its Common Stock (the "Commitment Shares"). Such Commitment Shares will also be included in the Registration Statement.
The foregoing summary of the terms of the SEDA Amendment Agreement and the SEDA Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the SEDA Amendment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference and the SEDA Agreement previously filed with the Securities and Exchange Commission on May 4, 2011 as an exhibit to the Company's report on Form 8-K and incorporated herein by reference thereto.
In connection with the SEDA Amendment Agreement, the Company will issue sixty seven thousand seven hundred forty five (67,745) shares of Common Stock to YA as promptly as possible after the date hereof.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description
Exhibit 10.1 SEDA Amendment Agreement, dated June 21, 2011 by
and between Omagine, Inc. and YA GLOBAL MASTER
SPV LTD.
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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.
Dated: June 21, 2011
BY: /s/ Frank J. Drohan
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Frank J. Drohan,
Chairman of the Board,
President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Description
Exhibit 10.1 SEDA Amendment Agreement, dated June 21, 2011 by
and between Omagine, Inc. and YA GLOBAL MASTER
SPV LTD.
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AMENDMENT AGREEMENT
This amendment agreement dated as of June 21, 2011 (the "Amendment Agreement") is between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the "Investor"), and OMAGINE, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"). Each of the Investor and the Company are sometimes referred to herein as a "Party" or collectively as the "Parties".
This Amendment Agreement is an amendment to that certain agreement between the Parties dated as of the 4th day of May 2011 (the "May 2011 SEDA Agreement"). All capitalized terms in this Amendment Agreement shall, unless otherwise indicated herein, have the meanings assigned to them in the May 2011 SEDA Agreement.
The Parties hereby agree as follows:
1. The definition of the Commitment Amount in Section 1.10 of the May 2011 SEDA Agreement is hereby changed to mean the aggregate amount of up to $10,000,000 which the Investor has agreed to provide to the Company in order for the Investor to purchase the Shares pursuant to the terms and conditions of this Agreement.
2. In addition to the Commitment Fee previously paid by the Company to the Investor pursuant to the May 2011 SEDA Agreement, the Company shall pay the Investor an additional fee (the "Amendment Fee").
3. The Amendment Fee shall be equal to $150,000 and it shall be paid to the Investor by issuing that number of shares of Common Stock (such shares, the "Amendment Shares") to the Investor within three days of the date hereof that is equal to the Amendment Fee divided by the VWAP for the Trading Day immediately prior to the date hereof.
4. The definition of Shares in Section 1.40 of the May 2011 SEDA Agreement is hereby changed to mean the shares of Common Stock issued from time to time pursuant to the May 2011 SEDA Agreement, the Commitment Shares and the Amendment Shares.
5. All other terms and conditions of the May 2011 SEDA Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Parties have COMPANY:
Executed this Amendment Agreement as
Of the date first above written. OMAGINE, INC.
By: /s/ Charles P. Kuczynski
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Name: Charles P. Kuczynski
Title: Vice-President
INVESTOR:
YA GLOBAL MASTER SPV LTD.
By: Yorkville Advisors, LLC
Its: Investment Manager
By: /s/ Gerald Eicke
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Name: Gerald Eicke
Title: Managing Member
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