UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 3)
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 12, 2008
KAL
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-97201
|
98-0360062
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
93-95
Gloucester Place, London, England, United Kingdom
|
W1U
6JQ
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (949) 788-6000
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:
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))
EXPLANATORY
NOTE
This
Amendment No. 3 to the Current Report on Form 8-K filed with the Securities
and
Exchange Commission on March 17, 2008 is being filed solely to amend the
first
paragraph of Item 1.01 to change the closing date of the private placement
offering and to add disclosure regarding an additional investor in the private
placement offering.
Item
1.01 Entry into a Material Definitive Agreement.
On
March
12, 2008, KAL Energy, Inc., a Delaware corporation (the “Company”), entered into
Subscription Agreements (the “Agreements”) with 24 investors (the “Investors”)
pursuant to which the Company agreed to sell an aggregate of 60,686,732 shares
of common stock to the Investors at a purchase price of $0.15 per share,
which
will result in gross proceeds to the Company of approximately $9,103,010.
One of
the original Investors entered into an agreement to offer a portion of their
subscription to an additional investor prior to closing. As a result of that
transaction, we have 25 Investors in total for this private placement
transaction. The closing of the private placement transaction will occur
on a
rolling basis through June 15, 2008.
The
shares of common stock were offered and sold in a private placement transaction,
and such shares have not been registered under the Securities Act of 1933,
as
amended (the “Securities Act”), and until so registered the shares of common
stock may not be offered or sold in the United States absent registration
or
availability of an applicable exemption from registration. The registration
rights provisions contained in the Agreements require the Company to prepare
and
file with the Securities and Exchange Commission a registration statement
on
Form SB-2 for the purpose of registering for resale all of the shares of
the
Company’s common stock issued to the Investors in the private placement
transaction.
This
announcement is not an offer to sell securities of the Company, and any
opportunity to participate in the private placement transaction was available
to
a limited group of non-“U.S. persons,” as defined in Regulation S (“Regulation
S”) promulgated under the Securities Act.
The
foregoing description of the private placement does not purport to be complete
and is qualified in its entirety by reference to the form of the Agreement
entered into in connection with the private placement, which is attached
hereto
as Exhibit 10.1, and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
shares of common stock issued in the private placement transaction described
in
Item 1.01 above were offered and sold in reliance upon exemptions from
registration pursuant to Regulation S under the Securities Act. The shares
of
common stock were offered and sold in “offshore transactions,” as defined in
Regulation S, and no “directed selling efforts,” as defined in Regulation S,
were made in the United States by the Company, a distributor of the Company’s
shares, any of their respective affiliates, or any person acting on behalf
of
any of the foregoing. In addition, the Agreements contain representations
to
support the Company’s reasonable belief that the Investors are non-“U.S.
persons,” as defined by Regulation S.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Form
of Subscription Agreement.*
|
*
Previously
filed
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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KAL
ENERGY,
INC.
|
|
|
|
|
May
30,
2008
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By:
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/s/ Jorge
Nigaglioni
|
|
|
Jorge
Nigaglioni
|
|
|
Chief
Financial Officer
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EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Form
of Subscription Agreement.*
|
*
Previously
filed
