apogee8k.htm
 

 
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): 12/21/09
 
 
APOGEE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-10456
  
04-3005815
(State or other jurisdiction of
incorporation or organization)
  
(Commission
File Number)
  
(IRS employer
identification no.)
 
129 Morgan Drive
Norwood, Massachusetts 02062
(781) 551-9450
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
 
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 December 21, 2009, Apogee Technology, Inc.’s Board of Directors approved transactions for receipt of $151,500 in proceeds from the sale of two promissory notes.  Mr. Herbert M. Stein loaned the company $83,500 pursuant to the promissory note attached hereto, and Mr. David Spiegel loaned the company $68,000 pursuant to the promissory note attached hereto.  The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 180 days.

The promissory notes are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
 
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.
 
The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.
 
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES
 
Associated with the promissory notes discussed above are warrants.  The warrants are a three (3) year warrants with a strike price of $1.  The warrants represent 8,350 and 6,800 for Mr. Herbert M. Stein and for Mr. David Spiegel respectively, as added consideration for the Note.  These warrants, and the warrants previously issued to Mr. Herbert M. Stein, and Mr. David Spiegel, pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.3, attached.
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits
 
Exhibit
Number
  
                                                                          Description
     
 
Promissory Note dated as of December 21, 2009 by and between Apogee Technology, Inc. and Mr. Herbert M. Stein
 
Promissory Note dated as of December 21, 2009 by and between Apogee Technology, Inc. and Mr. David Spiegel
 
Form of Warrant
 
 

 
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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.
 
   
APOGEE TECHNOLOGY, INC.
     
Dated: December 23, 2009
  
By:
/s/ Herbert M. Stein                                                    
   
Herbert M. Stein
   
President, Chief Executive Officer and
Chairman of the Board
 
 
 
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