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): April 30, 2008
Chase Packaging Corporation
(Exact name of registrant as specified in its charter)
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Texas |
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0-21609 |
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93-1216127 |
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(State of incorporation) |
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(Commission File No.) |
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(IRS Employer Identification No.) |
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636 River Road |
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Fair Haven, NJ |
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07704 |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (732) 741-1500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 April 30, 2008, Chase Packaging Corporation (the “Company”) entered into an amendment to a registration rights agreement (“Amendment Number One”) with certain purchasers of the Company’s units in a private placement that closed September 7, 2007. The purpose of Amendment Number One is to extend the required filing date under the original registration rights agreement (“Original Agreement”) from June 3, 2008, to August 31, 2008. Except with respect to this extension of time to file a registration statement with the Securities and Exchange Commission, the Original Agreement has not been modified.
There are no material relationships between the Company or its affiliates and any of the parties to Amendment Number One, other than with respect to the agreement, except that: (i) William J. Barrett, Herbert M. Gardner and Allen T. McInnes serve as officers and directors of the Company; (ii) Edward L. Flynn serves as a director of the Company; and (iii) Ann C.W. Green serves as an officer of the Company.
The foregoing description of Amendment Number One does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment Number One, which is included as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
4.1 Form of Amendment Number One to Registration Rights Agreement.
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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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CHASE PACKAGING CORPORATION |
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Date: May 5, 2008 |
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/s/ Allen T. McInnes |
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Allen T. McInnes |
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President and Principal Executive Officer |
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Exhibit 4.1
Amendment Number One
to
Registration Rights Agreement
By instrument dated September 7, 2007, a Registration Rights Agreement (the “ Agreement ”) was entered into by Chase Packaging Corporation, a Texas corporation (the “ Company ”), and those persons and entities listed on Exhibit “A” attached hereto (collectively referred to as the “ Purchasers ”).
The Agreement was entered into in connection with, and as part of, an overall transaction pursuant to which the Company issued and sold to the Purchasers certain Units, with each Unit consisting of one share of Series A 10% Convertible Preferred Stock (the “ Preferred Stock ”), five hundred (500) shares (the “ Shares ”) of the Company’s ten cent ($0.10) par value Common Stock (the “ Common Stock ”), and five hundred (500) warrants (the “ Warrants ”), with each Warrant exercisable into one share of Common Stock at fifteen cents ($0.15) per share.
Under the terms of the Agreement, by no later than the “ Required Filing Date ” the Company is required to prepare and file with the SEC a Registration Statement covering the Preferred Stock, the Shares, and the Warrants.
Also under the terms of the Agreement, the Required Filing Date is June 3, 2008.
At this time, management of the Company is devoting essentially all of its time in preparing, and filing with the SEC, an annual report on Form 10-KSB and also preparing a Proxy Statement for distribution to the Company’s shareholders in preparation for the annual meeting of shareholders of the Company which will be held on June 3.
In order to keep the Company’s operating costs to a minimum until an acquisition or other reorganization transaction can be accomplished (which will provide the Company with an operating business), the Company’s operating expenses have been kept to a minimum resulting in management of the Company consisting only of a few individuals.
It has become apparent that, with the demands on their time made by the need to prepare and file the annual report on Form 10-KSB and the Proxy Statement, it will be extremely difficult for management of the Company to also prepare and file a Registration Statement with the SEC by June 3, 2008. For this reason, management of the Company has requested that the Purchasers sign an amendment to the Agreement for the purpose of extending the Required Filing Date under the Agreement to August 31, 2008.
In consideration of ten dollars cash in hand paid by the Company to each Purchaser, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree that the Required Filing Date as defined in the Agreement is hereby extended to August 31, 2008.
This instrument may be signed by means of multiple signature pages (with signatures on faxed pages) which, when attached hereto, will be deemed fully effective and legally binding in the same manner as if a single signature page had been signed by all of the parties hereto.
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DATED the 30th day of April, 2008. |
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COMPANY : |
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CHASE PACKAGING CORPORATION |
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By: |
/s/ Allen T. McInnes |
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Allen T. McInnes, |
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Chairman of the Board, President |
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and Treasurer |
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[Signatures of Purchasers to follow on next pages]
[Signature Page of Purchaser]
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Name of Holder: |
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Signature of Authorized Signatory of Purchaser : |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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Tax ID #: |
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Full Address: |
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Facsimile #: |
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Telephone #: |
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Attn: |
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Exhibit A
PURCHASERS
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Nicholas A Baker III |
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William J Barrett Jr. IRA Rollover |
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Sara Barrett |
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William J. Barrett |
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William R. Cast IRA |
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Donald E Cutler IRA Rollover |
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Robert Deputy |
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Edward L. Flynn |
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Leona T. Flynn |
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Arthur J Gajarsa |
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Arthur J Gajarsa IRA |
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David S. Gardner |
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Elizabeth R. Gardner |
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Herbert M. Gardner |
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Herbert M. Gardner Keogh |
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Mary Gardner |
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Peter H. Gardner and Linda Gardner |
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Stuart M. Gerson & Pamela E. Somers, JTWROS |
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Ann C W Green IRA |
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Tammy Klein |
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Richard Leibner |
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William D. Marohn |
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Allen T. McInnes |
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C Richard Stafford IRA |
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William Sutherland IRA Rollover |
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Sidney Todres IRA |
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Esther K. Zyskind |