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): October 5, 2012
SAUER ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-53598 |
|
26-3261559 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
4670 Calle Carga, Unit A, Camarillo, CA |
| 93012-8536 |
(Address of principal executive offices) | (Zip Code) |
(888) 829-8748
Registrant’s telephone number, including area code
NA
(Former name or former address, if changed since last report)
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):
| ¨ 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)) |
1
Item 1.02 Termination of a Material Definitive Agreement.
On October 5, 2012 the Registrant terminated the Purchase Agreement with St. George Investments LLC, an Illinois limited liability company (“SGILLC”). The Purchase Agreement was described in and an exhibit to a Current Report on Form 8-K filed by the Registrant on August 16, 2012. The termination was pursuant to the terms of the Purchase Agreement and the Registrant’s Board of Directors determined that the termination was in the best interests of the Registrant and its shareholders.
The termination is filed as an exhibit hereto and the reader is referred to such exhibit for a full discussion of the terms and conditions of the termination.
Item 9.01 Financial Statements and Exhibits
Financial Information
None
Exhibits:
10.1
Notice of termination, dated October 4, 2012, to St. George Investments LLC from Sauer Energy, Inc.
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.
| SAUER ENERGY, INC. |
October 12, 2012 |
By: /s/ Dieter R. Sauer, Jr. |
| Dieter R. Sauer, Jr. Director and President |
October 4, 2012
John Fife, Chief Executive Officer
St. George Investments, LLC
303 East Wacker Drive, Suite 1200
Chicago, IL 60601
Re: Purchase Agreement dated August 2, 2012
Dear John,
It was a pleasure to speak with you yesterday. After much contemplation, it is with great regret that I must inform you that Sauer Energy, Inc., is terminating the abovementioned Purchase Agreement dated as of August 2, 2012, pursuant to Section 11b, effective immediately.
We are issuing the Commitment Shares to you, pursuant to said Agreement.
We plan to stand by the First Amendment to the Asset Purchase Agreement and will be issuing those shares accordingly as well.
Thank you for your decision to waive Section 5. COVENANTS, Paragraph (j) Investor’s Right of First Refusal. Enclosed please find the Waiver for you to sign and return.
We thank you for the opportunity that you extended to us.
Very truly yours,
Sauer Energy, Inc.
By:
Dieter Sauer, Jr., CEO
cc:
Leslie Marlow, Esq.
Frank Hariton, Esq.
Tamara Harper, Esq.
Coby Neuenschwander
4670 Calle Carga Unit ACamarillo, CA 93012
(888) 829-8748 info@SauerEnergy.com www.SauerEnergy.com