-----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, KCdY31gIAG2QIJbsKH8NneqLpZI/bVYXMD59/g2QzQVOuLxvUO/KeSbaN5rYWvJs KuapTZDYjDAu3Qi+TMbCKw== 0001144204-08-060400.txt : 20081031 0001144204-08-060400.hdr.sgml : 20081031 20081031112439 ACCESSION NUMBER: 0001144204-08-060400 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081031 DATE AS OF CHANGE: 20081031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QPC Lasers CENTRAL INDEX KEY: 0001310753 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 201568015 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-143812 FILM NUMBER: 081153068 BUSINESS ADDRESS: STREET 1: 15632 ROXFORD STREET CITY: SYLMAR STATE: CA ZIP: 91342 BUSINESS PHONE: 818-986-0000 MAIL ADDRESS: STREET 1: 15632 ROXFORD STREET CITY: SYLMAR STATE: CA ZIP: 91342 FORMER COMPANY: FORMER CONFORMED NAME: Planning Force, Inc. DATE OF NAME CHANGE: 20041206 424B3 1 v130323_424b3.htm
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 4, 2008)
Filed Pursuant to Rule 424(b)(3)
Registration File No. 333-143812
 
PROSPECTUS SUPPLEMENT NO. 6
 
QPC LASERS, INC.
 
Up to 17,355,379 Shares of Common Stock
 
This Prospectus Supplement No. 6 supplements the prospectus (“Prospectus”) dated April 4, 2008 of QPC Lasers, Inc. (referred to herein as the “Company,” “we”, “our” or “us”), which was contained in our Post Effective Amendment on Form S-1/A to our Registration Statement on Form SB-2 (File No. 333-143812)).
 
The information contained herein modifies and supersedes, in part, the information in the Prospectus. This Prospectus Supplement No. 6 should be read in conjunction with the Prospectus and the prior supplements to the Prospectus.
 
Our common stock is quoted on the Over-the-Counter Bulletin Board, commonly known as the OTC Bulletin Board, under the symbol “QPCI.” On October 30, 2008, the closing sale price of our common stock on the Over-the-Counter Bulletin Board was $0.04.
 
An investment in our common stock involves a high degree of risk. You should purchase our common stock only if you can afford to lose your entire investment. See “Updated Risk Factors” beginning on page 14 of Supplement No. 3 and “Additional Risk Factors” on page 2 of Supplement No. 4.
 
Please read our Prospectus and the supplements to the Prospectus carefully. It describes our company as well as our products, technology, financial condition and operating performance. All of this information is important to enable you to make an informed investment decision.
 
You should rely only upon the information contained or incorporated by reference in our Prospectus to make your investment decision. We have not authorized anyone to provide you with different or additional information. The selling security holders are not offering these shares in any state where such offer is not permitted. You should not assume that the information in this Prospectus is accurate as of any date other than the date set forth below.
 
Neither the Securities and Exchange Commission nor any state securities administrator has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
 
The date of this Prospectus Supplement No. 6 is October 31, 2008.
 
 
 

 


RECENT DEVELOPMENTS
 
Demand for Collateral Securing Finisar Note
 
As previously disclosed in Prospectus Supplement No. 5, on October 21, 2008, Quintessence Photonics Corporation (“Quintessence”) received a written notice of default, dated October 21, 2008, from Finisar Corporation (“Finisar”) following Quintessence’s failure to pay interest due for the month of October 2008 under that certain Secured Promissory Note, dated September 18, 2006, as amended by that certain Second Secured Promissory Note Extension Agreement, dated August 20, 2008, issued by Quintessence in favor of Finisar (as amended, the “Finisar Note”). Quintessence is our wholly owned subsidiary. We conduct substantially all of our business through Quintessence and substantially all of our assets, including our intellectual property, are owned by Quintessence.
 
On October 30, 2008, Quintessence received a letter, dated October 30, 2008, from legal counsel representing Finisar declaring that the entire unpaid principal amount of the Finisar Note, all interest accrued and unpaid thereon, and all collection costs and other amounts payable to Finisar under the terms of the Finisar Note immediately due and payable as a result of Quintessence’s interest payment default under the Finisar Note. As of October 29, 2008, the outstanding amount of principal due on the Finisar Note was $5,423,683 and unpaid interest totaled $43,897.93.
 
In addition, Quintessence received a second letter, dated October 30, 2008, from Finisar’s legal counsel demanding that Quintessence assemble all the collateral securing Quintessence’s obligations under the Finisar Note at its Sylmar, California address by 9:00 a.m. on November 7, 2008 and permit Finisar to enter those premises to take possession of and remove the collateral to a location of Finisar’s choosing for later sale, for which Quintessence will be notified pursuant to California law. As previously disclosed, the collateral securing Quintessence’s performance under the Finisar Note consists of substantially all of Quintessence’s properties, including its intellectual property.
 
The Company is currently considering its responses to the acceleration and demand notices from Finisar.
 
Defaults under Secured Debentures
 
Due to previously announced difficulties in securing financing, we have not been able to make the interest payments due in October 2008 under our 10% Secured Convertible Debentures issued in April and May of 2007 (the “2007 Debentures”) and our 10% Secured Convertible Debentures issued in May and July of 2008 (the “2008 Debentures,” together with the 2007 Debentures, collectively, the “Debentures”). Under the Debentures, the failure to pay interest for a period of five calendar days under the 2007 Debentures and five trading days under the 2008 Debentures after the applicable due date constitutes an “Event of Default.”
 
Under the 2007 Debentures, upon the occurrence of an “Event of Default” as defined therein, a holder of a 2007 Debenture may elect upon written notice to require us to immediately pay such holder an amount (the “Default Amount”) equal to the greater of (i) 115% times the sum of (x) the aggregate outstanding principal amount of such debenture plus (y) all accrued and unpaid interest thereon for the period beginning on the issue date and ending on the date of payment of the Default Amount, plus (z) any accrued and unpaid Debenture Failure Payments and other required cash payments, if any (the outstanding principal amount of such debenture on the date of payment plus the amounts referred to in (y) and (z) is collectively known as the “Default Sum”), or (ii) (a) the number of shares of our common stock (the “Common Stock”) that would be issuable upon the conversion of such Default Sum in accordance with the terms of 2007 Debentures, without giving any effect to any ownership limitations on the conversion of the 2007 Debentures contained therein, multiplied by (b) the greater of (i) the Closing Price (as defined therein) for the Common Stock on the default notice date or (ii) the Closing Price on the date the Company pays the Default Amount. If the Default Amount is not paid within five business days of written notice that such amount is due and payable, then interest shall accrue on the Default Amount at 18% per annum, compounded monthly.
 
Following an Event of Default, the conversion price for the 2007 Debentures shall be decreased (but not increased) on the first trading day of each calendar month thereafter (the “Default Adjustment Date”) until the Default Amount is paid in full, to a conversion price (the “Default Reset Price”) equal to the lesser of (i) the conversion price then in effect, or (ii) the lowest “Market Price” that has occurred on any Default Adjustment Date since the date the Event of Default began. The “Market Price” is defined in the 2007 Debentures as the volume weighted average price of the Common Stock during the ten consecutive trading days period immediately preceding the date in question. As of October 1, 2008, the Default Reset Price was $0.0845
 
 
 

 
A holder of a 2007 Debenture may elect upon written notice to require us to issue, in lieu of payment of all or any specified portion of the unpaid portion of the Default Amount, a number of shares of Common Stock, subject to the ownership limitations on the conversion of the 2007 Debentures contained therein and the availability of sufficient authorized shares), equal to all or the specified portion of the Default Amount divided by the Default Reset Price then in effect.
 
As of October 29, 2008, the aggregate outstanding principal amount due under the 2007 Debentures was $16,675,383 and accrued and unpaid interest totaled $575,298.
 
Under the 2008 Debentures, upon the occurrence of an “Event of Default” as defined therein, at the election of a 2008 Debenture holder, we shall immediately pay a “Mandatory Default Amount” in cash equal to the sum of (a) the greater of (i) the outstanding principal amount of such debenture, plus all accrued and unpaid interest thereon, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the Secured Debentures) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 120% of the outstanding principal amount of such debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the 2008 Debentures. In addition, commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of the 2008 Debentures, the interest rate on the 2008 Debentures shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law.
 
As of October 29, 2008, the aggregate outstanding principal amount due under the 2008 Debentures was $2,565,099 and accrued and unpaid interest totaled $61,036.
 
In addition, holders of the Debentures may have additional remedies under the terms of the Security Agreements entered into with us as part of the financing with respect to the collateral securing our obligations under the Debentures, which consists of substantially all of our assets.
 
As of October 30, 2008, we have not received any acceleration notices from any Debenture holder. On October 27, 2008, we received a notice of conversion from a holder of our 2007 Debentures requesting the conversion of an aggregate of $25,000 in principal amount of 2007 Debentures into 295,857 shares of Common Stock at the Default Reset Price.
 

 
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