-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RDKjjvnvOfUO6wO6WXEulplX2nKuUEs9BhTZz25K0hqNRWSsgD0VBuEW4/eGYb+H 0LCAGuzO/vETHzTjXZJLNQ== 0001144204-06-050550.txt : 20061129 0001144204-06-050550.hdr.sgml : 20061129 20061129171716 ACCESSION NUMBER: 0001144204-06-050550 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061122 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20061129 DATE AS OF CHANGE: 20061129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SES SOLAR INC. CENTRAL INDEX KEY: 0001078858 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 330860242 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49891 FILM NUMBER: 061246129 BUSINESS ADDRESS: STREET 1: 129 ROUTE DE SAINT-JULIEN STREET 2: PLAN-LES-OUATES CITY: GENEVA STATE: V8 ZIP: 000000 BUSINESS PHONE: 41-22-884-1484 MAIL ADDRESS: STREET 1: 129 ROUTE DE SAINT-JULIEN STREET 2: PLAN-LES-OUATES CITY: GENEVA STATE: V8 ZIP: 000000 FORMER COMPANY: FORMER CONFORMED NAME: SOLAR ENERGY SOURCES INC. DATE OF NAME CHANGE: 20060620 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRIC NETWORK COM INC DATE OF NAME CHANGE: 19990209 8-K 1 v059308_8k.htm
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): November 22, 2006

SES SOLAR INC.
(Exact name of registrant as specified in its charter)

Delaware 
000-49891 
33-0860242 
(State or other jurisdiction 
(Commission 
(IRS Employer 
of incorporation) 
File Number) 
Identification No.) 

 129 Route de Saint Julien, Plan-les-Ouates, Geneva, Switzerland
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: +41-22-884-1484

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 Instructions A.2. below):

/_/ 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 1.01 Entry into a Material Definitive Agreement

On November 22, 2006, SES Solar Inc. (the “Company”) issued an aggregate of 4,100,001 common shares (the "Shares") to three (3) investors at a price of $0.90 per share for gross proceeds of $3,690,000 (the "Transaction") pursuant to private placement subscription agreements (the "Subscription Agreements"). The Shares were issued in reliance upon Regulation S and/or Section 4(2) of the Securities Act of 1933 by issuing the shares to non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction. Pursuant to the Subscription Agreements, the Company granted registration rights to the investors. The Company agreed to file a registration statement within ninety (90) days after the closing of the Transaction and to use its reasonable commercial efforts to cause the registration statement to be declared effective.

In connection with the Transaction, the Company entered into an agreement (the "Agreement") with Lansing Securities Corp. ("Lansing") pursuant to which the Company issued to Lansing warrants to purchase 1,500,000 shares of common stock at an exercise price of $.90 per share (the "Warrants"). The Warrants expire four (4) years after the date of issuance. The Warrants were issued to Lansing in reliance upon Regulation S and/or Section 4(2) of the Securities Act of 1933. The Company also granted registration rights to Lansing covering the shares of common stock issuable upon exercise of the Warrants (the "Warrant Shares"). The Company agreed to include the Warrant Shares in the next  registration statement the Company files with the Securities and Exchange Commission. 
 
It is anticipated that the form of Subscription Agreement, form of Warrant and the Agreement will be filed by amendment to this current report on Form 8-K.
 
Item 3.02 Unregistered Sales of Equity Securities

The disclosure provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02 with respect to the terms and sale of the Shares and the Warrants.


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.
 
     
  SES SOLAR INC.
 
 		  
 		  
 
Date: November 29, 2006 By:   /s/ Jean-Christophe Hadorn
  Jean-Christophe Hadorn
  Chief Executive Officer

 
 -----END PRIVACY-ENHANCED MESSAGE-----