SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 1, 2009
PROGREEN
PROPERTIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware
|
000-25429
|
59-3087128
|
|
(State
or Other Jurisdiction
|
(Commission
|
(
I.R.S. Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
380
North Old Woodward Ave., Suite 300, Birmingham, MI
|
48009
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (248) 530-0725
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):
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.
Amendment to EIG Venture
Capital Subscription Agreement
On July
22, 2009, we entered into a Subscription Agreement (the “Agreement”) with EIG
Venture Capital, Ltd. (“EIG”), an investment fund controlled by Jan Telander,
our Chief Executive Officer and controlling stockholder, for the sale by the
Company to EIG of an aggregate of 97,751,710 shares of the Company’s
Common Stock, par value $0.0001 per share (the “Common Stock”), at a fixed price
of $0.01023 per share, in three tranches: (1) the Phase I tranche consisted of
5,767,350 shares of Common Stock for a total purchase price of $59,000, to be
purchased by EIG on or before July 16, 2009; (2) the Phase II
tranche consists of 43,108,504 shares of Common Stock for a total
purchase price of $441,000, to be purchased by EIG on or before December 31,
2009; and the Phase III tranche consists of 48,875,855 shares of Common Stock
for a total purchase price of $500,000 to be purchased by EIG on or before July
16, 2010. The shares compromising each of the tranches in Phases I through III
may be purchased in one or more installments by EIG; provided, that the number
of shares required to be purchased in each tranche is purchased in its entirety
by the final purchase date specified for the entire tranche.
EIG has
completed its purchase of the first tranche of 5,767,350 shares and of 4,985,337
shares of the subscription amount for the second tranche.
On
December 1, 2009, the Company entered into an Amendment to the Subscription
Agreement with EIG. The amendment provides that, in the event EIG does not
complete payment of the full Phase II or Phase III purchase price for the shares
of Common Stock required to be purchased within the time period provided in the
Agreement for the particular Phase, as an additional purchase price for the
shares to be purchased in that particular Phase, EIG shall pay interest at the
rate of 13.5% per annum on the unpaid balance as of the final purchase
date from that date to the date the shares are purchased.
Item
9.01.
Financial Statements
and Exhibits.
(d)
Exhibits
.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.6a
|
|
Amendment No. 1, dated December 1, 2009, to
Subscription Agreement, dated July 22, 2009, between the Company
and EIG Venture Capital,
Ltd.
|
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.
|
|
PROGREEN
PROPERTIES, INC.
|
|
|
|
|
|
|
|
Dated: December
7, 2009
|
By:
|
/s/
Jan Telander
|
|
|
|
|
Jan
Telander, Chief Executive Officer
|
|
EXHIBIT
INDEX
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.6a
|
|
Amendment No. 1, dated December 1, 2009, to
Subscription Agreement, dated July 22, 2009, between the Company
and EIG Venture Capital,
Ltd.
|
EXHIBIT
10.6a
AMENDMENT
NO. 1
TO
SUBSCRIPTION
AGREEMENT
AMENDMENT
NO. 1 (this “Amendment”), dated December 1, 2009, to Subscription Agreement,
dated as of June 21, 2009 (the “Agreement”), by and between Progreen Properties,
Inc., a Delaware corporation (the “Company”), and EIG Venture Capital, Ltd. (the
“Purchaser”).
WITNESSETH:
WHEREAS,
in the Agreement, the Company and the Purchaser agreed with respect to the sale
by the Company to the Purchaser of an aggregate of 97,751,710 shares
(the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the
“Common Stock”), at a fixed price of $0.01023 per share, in three
tranches:
|
|
·
|
(1)
the Phase I tranche of 5,767,350 shares of Common Stock for a total
purchase price of $59,000, to be purchased by the Purchaser on or before
July 16, 2009;
|
|
|
·
|
(2) the
Phase II tranche of 43,108,504 shares of Common Stock for a total purchase
price of $441,000, to be purchased by the Purchaser on or before December
31, 2009; and
|
|
|
·
|
(3)
the Phase III tranche would consist of 48,875,855 shares of Common Stock
for a total purchase price of $500,000 to be purchased by the Purchaser on
or before July 16, 2010; and
|
WHEREAS,
the Purchaser has previously delivered, the full amount of the purchase price
for the Phase I purchase of 5,767,350 Shares, and has
purchased 4,985,337 Phase II Shares for $51,000; and
WHEREAS,
the Company and the Purchaser wish to provide in this Amendment for the terms of
the penalty that would applicable in the event the Purchaser does not purchase
the required number of Shares within the time frame applicable either to the
Phase II or Phase III Share purchases.
NOW,
THEREFORE, IN CONSIDERATION OF THE PREMISES, the parties hereto agree as
follows:
Penalty Interest
Rate
. In the event the Purchaser does not complete payment of the full
Phase II or Phase III purchase price (each referred to as Phase II or Phase III
“Installment Purchase Price”) for the Shares required to be purchased from the
Company within the time period provided in the Agreement for the particular
Phase, as an additional purchase price (“Additional Purchase Price”) for the
Shares to be purchased in that particular Phase, the Purchaser shall pay
interest at the rate of 13.5% per annum (“Penalty Interest”) on the unpaid
balance of any such unpaid Installment Purchase Price. The Company
shall not issue the Shares represented by any unpaid portion of the applicable
Installment Purchase Price that is in default under the Agreement until the
Purchaser has paid such unpaid balance together with, as an Additional Purchase
Price, the Penalty Interest applicable to such unpaid Installment Purchase Price
accumulated to the date of issuance of such Shares.
Entire Agreement; Governing
Law
. This Amendment to the Agreement (i) may only be modified
by a written instrument executed by the Purchaser and the Company, (ii) together
with the Agreement, sets forth the entire agreement of the Purchaser and the
Company with respect to the subject matter hereof and supersedes all prior
agreements and understandings between or among the parties with respect to the
subject matter hereof, (iii) shall be governed by the laws of the State of
Delaware applicable to contracts made and to be wholly performed therein, and
(iv) shall inure to the benefit of, and be binding upon, the Company and the
Purchaser and their respective legal representatives, successors and permitted
assigns.
Pronouns;
Counterparts
. Unless the context otherwise requires, all
personal pronouns used in this Subscription Agreement, whether in the masculine,
feminine or neuter gender, shall include all other genders. This
Amendment may be executed in counterparts and by facsimile, and each of such
counterparts shall constitute an original, all of which together shall
constitute one and the same document.
IN
WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of
the respective dates and year set forth below.
|
|
EIG
Venture Capital, Ltd.
|
|
|
_________________________________________
|
|
|
Purchaser
|
|
|
|
|
|
|
|
|
By:
/s/
Ulf Telander
|
|
|
Title:
Secretary
|
|
|
|
|
|
Address:
|
|
|
|
|
|
_________________________________________
|
|
|
|
|
|
_________________________________________
|
|
|
|
|
|
_________________________________________
|
|
|
|
|
|
|
|
|
Date:
December 1, 2009
|
|
|
|
|
|
|
|
|
ACCEPTED:
|
|
|
|
|
|
PROGREEN
PROPERTIES, INC.
|
|
|
|
|
|
By:
/s/ Jan
Telander
|
|
|
Chief
Executive Officer
|
|
|
Date:
December 1,
2009
|