-----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, PKtql7jOzy0F9rK3Y0iVHJDCF82SiiNnN1Xofe2RQhjM0a3fp0LWz0kd4qcmUW7i UCeWANFMlmdnecGqGsySkA== 0000950152-05-003316.txt : 20050420 0000950152-05-003316.hdr.sgml : 20050420 20050420165758 ACCESSION NUMBER: 0000950152-05-003316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050414 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERCONDUCTIVE COMPONENTS INC CENTRAL INDEX KEY: 0000830616 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 310121318 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31641 FILM NUMBER: 05762468 BUSINESS ADDRESS: STREET 1: 1145 CHESAPEAKE AVE CITY: COLUMBUS STATE: OH ZIP: 43212 BUSINESS PHONE: 6144860261 MAIL ADDRESS: STREET 1: 1145 CHESAPEAKE AVE CITY: COLUMBUS STATE: OH ZIP: 43212 8-K 1 l13489ae8vk.txt SUPERCONDUCTIVE COMPONENTS, INC. 8-K 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): APRIL 14, 2005 SUPERCONDUCTIVE COMPONENTS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Ohio 0-31641 31-0121318 - ---------------- --------------------- ---------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION INCORPORATION OR NUMBER) ORGANIZATION) 2839 Charter Street Columbus, Ohio 43228 (614) 486-0261 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) Not Applicable (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K fyling is intended to simultaneously satisfy the fyling 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 14, 2005, Superconductive Components, Inc. (the "Company") entered into a Convertible Promissory Note (the "Convertible Note"), dated as of April 14, 2005, by and between the Company, as Borrower, and Robert H. Peitz, as Lender. Mr. Peitz currently serves as a director on the Company's Board of Directors. Among other things, the Convertible Note provides for the following: o The Company will receive a loan in the amount of two hundred thousand dollars ($200,000). o Interest on the outstanding balance will be 10% per annum, compounded monthly. o The Convertible Note contains customary default provisions. The Convertible Note will be secured by substantially all of the Company's assets and subject to a standard security agreement. o The accrued interest and outstanding principal owed on the Convertible Note is payable on June 30, 2006, but the Company may repay it early on 15 days notice to Mr. Peitz. o At anytime before repayment, the outstanding principal and accrued interest owed will automatically covert to equity on the same price and terms as any equity financing received by the Company after the date of the loan agreement, provided that the Company receives at least five hundred thousand dollars ($500,000) from the equity financing. If the Company completes an equity financing, but receives less than $500,000, Mr. Peitz will have the option to otherwise convert the outstanding principal and accrued interest owed under the same terms as the equity financing. ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The disclosure contained in "Item 1.01 Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference. ITEM 9.01 EXHIBITS. (C) EXHIBITS. Exhibit No. Description 10.1 Convertible Note dated as of April 14, 2005, by and between the Company and Mr. Peitz. 2 SIGNATURE 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. SUPERCONDUCTIVE COMPONENTS, INC. Date: April 20, 2005 By: /s/ Daniel Rooney ---------------------------- Daniel Rooney President and Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description 10.1 * Convertible Note dated as of April 14, 2005, by and between the Company and Mr. Peitz. - ------------------- * Filed with this report. 4 EX-10.1 2 l13489aexv10w1.txt EXHIBIT 10.1 EXHIBIT 10.1 THIS NOTE AND THE SHARES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAW. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THE NOTE NOR ANY SHARES ISSUABLE ON CONVERSION THEREOF MAY BE TRANSFERRED, SOLD OR OFFERED FOR SALE, IN WHOLE OR IN PART, UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW, (2) SUCH TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 UNDER THE ACT AND PURSUANT TO QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW OR EXEMPTION THEREFROM, OR (3) THERE IS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID TRANSFER, SALE OR OFFER. NON-NEGOTIABLE CONVERTIBLE PROMISSORY NOTE U.S. $200,000 Columbus, Ohio April 14, 2005 FOR VALUE RECEIVED, the undersigned, Superconductive Components, Inc. (the "Company"), promises to pay to the order of ROBERT H. PEITZ ("Lender") the sum of TWO HUNDRED THOUSAND AND 00/100 Dollars ($200,000.00), (the "Principal Sum"), according to the terms set forth below. SECTION 1. PAYMENT OF INTEREST. Interest will accrue and compound monthly on the unpaid balance of the Principal Sum until paid at an interest rate of ten percent (10%) per annum. SECTION 2. DUE DATE; PAYMENT OF PRINCIPAL SUM. The Principal Sum and accrued and unpaid interest shall be payable in full on June 30, 2006 (the "Due Date"). SECTION 3. OPTION TO CONVERT LOAN BALANCE. The Lender shall have the option to convert the loan balance to equity at any time before repayment of the loan at the same price and terms as any equity financing received by the Company after April 14, 2005. If the Company receives at least $500,000 in equity financing, the then outstanding Principal Sum and accrued and unpaid interest will automatically covert to equity at the same price and terms as the equity financing. SECTION 4. PREPAYMENT. All or any part of the Principal Sum and accrued and unpaid interest may be prepaid at any time without prepayment penalty after providing 15 days written notice to the Lender. SECTION 5. DEFAULT. Section 7 of the Security Agreement by and between the Lender and the Company is incorporated by reference as if fully restated herein. SECTION 6. NON-NEGOTIABLE. This Note is non-negotiable. SECTION 7. WAIVER. All of the parties hereto, including the undersigned, and any indorser, surety, or guarantor, hereby severally waive presentment, notice of dishonor, protest, notice of protest, and diligence in bringing suit against any party hereto, and consent that, without discharging any of them, the time of payment may be extended an unlimited number of times before or after maturity without notice. Lender shall not be required to pursue any party hereto, including any guarantor, or to exercise any rights against any collateral before exercising any other such rights. SECTION 8. GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of Ohio without reference to choice of law rules. IN WITNESS WHEREOF, the undersigned has caused this Note to be executed on the day and year first above written. SUPERCONDUCTIVE COMPONENTS, INC. By: ------------------------------------ Daniel Rooney President and Chief Executive Officer NON-NEGOTIABLE -2- -----END PRIVACY-ENHANCED MESSAGE-----