-----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, OefU5dDJ6nOp7CVJSxRQ4lD4cnYan5LCewUXY0YfqnWJiqIjyYJts4Na3e82QJlo 8dRQFZDh3e1y0GAEkvZPJg== 0001116679-06-001994.txt : 20060818 0001116679-06-001994.hdr.sgml : 20060818 20060818171029 ACCESSION NUMBER: 0001116679-06-001994 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060818 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060818 DATE AS OF CHANGE: 20060818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000858155 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330311631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19724 FILM NUMBER: 061044244 BUSINESS ADDRESS: STREET 1: 10655 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195586064 MAIL ADDRESS: STREET 1: 10655 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 ppt8k.htm AUGUST 18, 2006

 


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): August 18, 2006

 

PROTEIN POLYMER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-19724

33-0311631

(State or other jurisdiction of
incorporation or organization)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

10655 Sorrento Valley Road, San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code:

(858) 558-6064

 

Not Applicable

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ( 17 CFR 240.14d-2(b))

o 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 August 18, 2006, the Company entered into an Amendment No. 2 to the Note, dated as of July 14, 2006 in favor of Matthew J. Szulik (the “Payee”), by and among the Company, Taurus Advisory Group, LLC, as agent for the Payee and James Tagliaferri, pursuant to which the principal amount of the Note was increased from One Million Dollars ($1,000,000.00) to One Million Five Hundred Dollars ($1,500,000.00) in consideration for the Company agreeing to pay the Payee additional interest on the Note in the aggregate amount of Nine Thousand Eight Hundred Eighty-Nine Dollars ($9,889.00).

 

The details of the Note and ancillary agreements thereto as called for by this Item 1.01 are fully set forth in Item 1.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2006, Item 1.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2006 and is incorporated herein by reference in its entirety.

Material Relationship with the Company

 

Apart from ownership of Company securities, the Payee has no material relationship with the Company. Mr. Szulik’s collateral agent and designee, Taurus Advisory Group, LLC, is a registered investment advisor and advises a number of the Company’s stockholders in investment decisions, including decisions about whether to invest in our stock. Taurus has discretionary authority to vote or dispose of the shares held in its client accounts and therefore may be deemed to be the beneficial owner of such shares. Taurus expressly disclaims such beneficial ownership.

 

Based upon the Company’s stock records and data supplied to the Company by the holders, the Company believes that the Payee, prior to his acquisition of the Warrant, was the beneficial owner of approximately 16.48% of the Company’s securities. Beneficial ownership is determined by the Company in accordance with rules of the Securities and Exchange Commission, and generally includes voting power and/or investment power with respect to securities. Shares of the Company’s common stock issuable upon conversion of preferred stock or subject to options or warrants exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such preferred stock, options or warrants but are not deemed outstanding for computing the percentage of any other person.

 

 


 

 

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.

 

PROTEIN POLYMER TECHNOLOGIES, INC.,
a Delaware corporation

 

 

Date: August 18, 2006

By: /s/ William N. Plamondon, III

William N. Plamondon, III

Chief Executive Officer

 

 

 

 

 

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