8-K 1 form8-k_13138.txt FORM 8-K DATED DECEMBER 3, 2004 ================================================================================ 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): December 3, 2004 Global matrechs, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 0-29204 58-2153309 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 90 Grove Street, Suite 201 Ridgefield, Connecticut 06877 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (203) 431-6665 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 (17 CFR 240.13e-4(c)) ================================================================================ ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. Global Matrechs, Inc., a Delaware corporation (the "Company"), and Deer Creek Fund, LLC entered into a securities purchase agreement dated December 3, 2004 relating to the private placement of a 2% secured convertible promissory notes in the aggregate principal amount of $50,000 with a maturity of two (2) years (the "Note") and a warrant to purchase 2,000,000 shares of its common stock at an exercise price of $0.025 per share, which expires in five years (the "Warrant"). The Note is convertible, at the option of the holder, into shares of common stock of the Company at a conversion price of $0.02 per share. The holder of the Note may require the Company to repurchase some or all of its Note if the market price of the common stock of the Company falls below $0.03 per share for ten (10) consecutive trading days, at a repurchase price equal to 140% of the principal amount being repurchased. The Company has received approximately $45,000 in net proceeds after deducting offering expenses. The Company intends to use the proceeds for general corporate purposes. The private placement was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Number Title ------ ----- 99.1 2% Secured Convertible Promissory Note dated December 3, 2004 issued to Deer Creek Fund, LLC 99.2 Common Stock Purchase Warrant dated December 3, 2004 issued to Deer Creek Fund, LLC 99.3 Securities Purchase Agreement dated December 3, 2004 between Global Matrechs, Inc. and Deer Creek Fund, LLC 2 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. Global Matrechs, INC. Date: December 8, 2004 By: /s/ Michael Sheppard -------------------------- Michael Sheppard President, Chief Executive Officer, Chief Operating Officer and Acting Chief Financial Officer 3 EXHIBIT INDEX Number Title ------ ----- 99.1 2% Secured Convertible Promissory Note dated December 3, 2004 issued to Deer Creek Fund, LLC 99.2 Common Stock Purchase Warrant dated December 3, 2004 issued to Deer Creek Fund, LLC 99.3 Securities Purchase Agreement dated December 3, 2004 between Global Matrechs, Inc. and Deer Creek Fund, LLC 4