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): March 30, 2012
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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(Zip Code) |
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 March 30, 2012, Chase Packaging Corporation (the “Company”) entered into an agreement (the “Agreement”) with the holders of approximately 50.1% of the Company’s Series A 10% Convertible Preferred Stock (the “Preferred Stock”) pursuant to which such holders agreed to waive their right to request liquidation of the Preferred Stock prior to August 2, 2016. The Company’s Statement of Resolution Establishing the Series A 10% Convertible Preferred Stock provides that at any time after August 2, 2011, the holders of 66 2/3% or more of the Preferred Stock then outstanding may request liquidation of their Preferred Stock.
Holders of the Preferred Stock who entered into the Agreement with the Company include the following affiliates of the Company: (i) William J. Barrett, secretary and director of the Company, and his wife; (ii) Edward L. Flynn, director of the Company, and his wife; (iii) Herbert M. Gardner, vice president and director of the Company, and his wife; (iv) Ann C.W. Green, chief financial officer and assistant secretary of the Company; and (v) Allen T. McInnes, chairman of the board, president and treasurer of the Company.
The foregoing description of the Agreement is qualified in its entirety by reference to the form of Agreement filed by the Company as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Form of Agreement, dated March 30, 2012, among Chase Packaging Corporation and various holders of Chase Packaging Corporation’s Series A 10% Convertible Preferred Stock. |
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: April 5, 2012 |
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/s/ Ann C. W. Green |
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Ann C.W. Green |
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Assistant Secretary |
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(Principal Financial and Accounting Officer) |
Exhibit 10.1
Chase Packaging Corporation
636 River Road
Fair Haven, NJ 07704
March 30, 2012
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RE: |
Series A 10% Convertible Preferred Stock |
Dear Purchaser:
Reference is made to that certain Statement of Resolution Establishing the Series A 10% Convertible Preferred Stock (the “Statement”) of Chase Packaging Corporation (the “Corporation”). Capitalized terms used herein that are not specifically defined shall have the meanings assigned to them in the Statement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is understood and agreed as follows:
1. Waiver of Liquidation Rights Option . The undersigned Purchaser hereby waives his or her right to request liquidation of the Series A 10% Convertible Preferred Stock under Paragraph 5(b) of the Statement prior to August 2, 2016.
2. Successors and Assigns . The terms and conditions of this side letter agreement (the “Agreement”) shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Purchaser may assign its rights and obligations hereunder, in connection with any private sale or transfer of the Preferred Shares in accordance with the terms hereof, as long as, as a condition precedent to such transfer, the transferee executes an acknowledgment agreeing to be bound by the applicable provisions of this Agreement, in which case the term “Purchaser” shall be deemed to refer to such transferee as though such transferee were an original signatory hereto. The Corporation may not assign it rights or obligations under this Agreement.
3. Independent Nature of Purchasers’ Obligations and Rights . The obligations of each Purchaser hereunder are several and not joint with the obligations of the other Purchasers hereunder, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser hereunder. Nothing contained herein or in any other agreement or document delivered herewith, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to protect and enforce its rights, including without limitation the rights arising out of the Certificate of Designation, this Agreement or the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.
4. Headings . The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Please sign and date this letter in the space provided below to confirm your agreement to the terms hereof.
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Sincerely, |
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CHASE PACKAGING CORPORATION |
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By: |
/s/ Allen T. McInnes |
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Allen T. McInnes, President |
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Accepted and Agreed to by: |
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(Signature) |
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(Printed/Typed Name) |
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Date: |
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SCHEDULE OF SERIES A 10% CONVERTIBLE
PREFERRED STOCK SIGNATORIES
TD Ameritrade Clearing, Inc.
Cust FBO William J Barrett, Jr. IRA
Rollover
Sara Barrett
William J. Barrett
Edward L. Flynn
Leona T. Flynn
David S. Gardner
Elizabeth R. Gardner
Herbert M. Gardner
Janney Montgomery Scott LLC
Cust FBO Herbert M. Gardner IRA Rollover
Mary Gardner
Peter H. Gardner and Linda Gardner
TD Ameritrade Clearing, Inc.
Cust FBO Ann C W Green IRA
Ann C. W. Green
Allen T. McInnes