UNITED
STATES
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): June 21, 2010
POWER
EFFICIENCY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-31805
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22-3337365
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(IRS
Employer Identification
No.)
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3960
Howard Hughes Pkwy, Suite 460, Las Vegas, NV
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89169
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702) 697-0377
N/A
(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))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a
Material Definitive Agreement.
On June
21, 2010, Power Efficiency Corporation (the “Company”) consummated a closing
(the "Closing") of a private placement offering (the "Offering") of an aggregate
of 313,752 units (the “Units”), each Unit consisting of one share of the
Company’s Series D Preferred Stock, par value $.0001 per share (“Series D
Preferred Stock”), and a warrant to purchase 50 shares of the Company’s common
stock (the “Warrants”) , receiving aggregate consideration of $5,020,000, which
included $3,601,200 of cash, the conversion of $1,336,050 of Senior Secured
Notes and related accrued interest which the Company issued in May and June of
2010, and $82,750 of deferred compensation. Many of the purchasers of Units were
either officers, directors, affiliates or pre-existing stockholders of the
Company. The Series D Preferred Stock and Warrants issued in the
Offering are initially convertible or exercisable, as applicable, into an
aggregate of up to 47,062,800 shares of the Company’s common stock.
Each
share of Series D Preferred Stock is initially convertible into 100 shares of
the Company’s common stock. The Series D Preferred Stock is convertible at the
option of the holder at any time. The Series D Preferred Stock is also subject
to mandatory conversion in the event the average closing price of the Company’s
common stock for any ten day period equals or exceeds $0.50 per share, with
average daily volume of at least 50,000 shares, such conversion to be effective
on the trading day immediately following such ten day period. The Series D
Preferred Stock has an 8% dividend, payable annually in cash or stock, at the
discretion of the Company’s board of directors. Each Warrant is
initially exercisable for up to 50 shares of the Company’s common stock at an
exercise price of $0.19 per share.
Item 3.02 Unregistered Sale
of Securities.
See Item
1.01 of this Current Report on Form 8-K, which Item is incorporated herein by
this reference, for a description of the terms of the
Offering.
The
Offering was conducted pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Regulation
D, Section 4(2) and Rule 506 thereunder.
Intrinsic
Advisory Group, Inc. acted as a non-exclusive finder for the financing and
received proceeds of $110,120 in cash and 688,250 warrants to purchase the
Company’s common stock at an exercise price of $0.19 per share from the
Offering.
Item 5.03 Amendments to
Articles of Incorporation or Bylaws
On June
21, 2010, the Company filed the Certificate of Designation of Rights,
preferences and Limitations of Series D Convertible Preferred Stock with the
Secretary of the State of Delaware, which sets forth the designation, rights,
preferences and other terms and provisions of the Series D Preferred
Stock.
The
filing of the Certificate of Designations was authorized by the Board of the
Directors of the Company in accordance with the Section 151(a) of the Delaware
General Corporation Law.
A copy of
the Certificate of Designations is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
See Item
1.01 of this Current Report on Form 8-K, which Item is incorporated herein by
this reference, for a description of the Series D Preferred
Stock.
Item 9.01.
Exhibits
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3.1
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Certificate of Designation of the
Company’s Series D Preferred
Stock.
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10.1
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Securities Purchase
Agreement
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SIGNATURE
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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POWER
EFFICIENCY CORPORATION
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By:
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/s/ John
Lackland
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John
Lackland, CFO
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Date:
June 22, 2010
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