8-K 1 form8k.txt 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: February 25, 2005 Date of Earliest Event Reported: December 23, 2004 WORLD WASTE TECHNOLOGIES, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) California (State or Other Jurisdiction of Incorporation) 1-11476 95-3977501 ----------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 13520 Evening Creek Drive, Suite 130, San Diego, California 92128 ----------------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (858) 391-3400 (Registrant's Telephone Number, Including Area Code) N/A (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 : |_| 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 In connection with a private placement of securities in which World Waste Technologies, Inc. ("WWT") raised gross proceeds of $2,590,000, WWT entered into a Subscription Agreement, a Registration Rights Agreement and a Warrant Agreement with nineteen accredited investors (individually an "Investor," collectively the "Investors") on the following dates and in the following amounts: one investor on December 23, 2004 purchased a total of 10,000 Units; three investors on December 29, 2004 purchased a total of 30,000 Units; one investor on January 10, 2005 purchased a total of 4,000 Units; four investors on January 17, 2005 purchased a total of 24,000 Units; one investor on February 8, 2005 purchased a total of 12,000 Units; two investors on February 18, 2005 purchased a total of 810,000 Units; two investors on February 23, 2005 purchased a total of 12,000 Units; and five investors on February 24, 2005 purchased a total of 134,000 Units. Under the terms of the Subscription Agreements, WWT issued the unregistered securities described in Item 3.02 at a purchase price of $2.50 per Unit. See Item 3.02 of this Current Report on Form 8-K, which is incorporated by reference into this Item 1.01. Under the Registration Rights Agreement, WWT has agreed to register sales by the Investors and the Investors' transferees of the shares acquired by the Investors in this private placement, under the Securities Act of 1933, as amended. Subject to limitations specified in this agreement, these registration rights include: o an unlimited number of piggyback registration rights that require WWT to register sales of a holder's shares when it undertakes a public offering and certain other types of offerings, subject to the discretion of the managing underwriter of the offering, if any, to decrease the amount that holders may register; and o within ninety (90) days of the closing of the private placement, WWT's agreement to use its commercially reasonable efforts to file and prepare a registration statement on Form SB-2 or Form S-3 to register the resale of the holder's shares. WWT has agreed to bear all registration expenses if these registration rights are exercised, other than the fees of more than one legal counsel to the holders, legal fees in excess of $10,000, and any underwriting fees, discounts and commissions, all of which expenses will be borne by the holders. These registration rights terminate as to a holder's shares when that holder is able to sell those shares in a three month period pursuant to Rule 144 of the Securities Act of 1933. The Warrant Agreement and the Warrant (the "Warrants") require, upon exercise, WWT to issue, in aggregate, up to 259,000 shares of Common Stock. The Warrants expire five years after the date of the sale of the Units and are exercisable at $0.01 per share, subject to adjustment. On February 24, 2005, WWT issued a press release announcing the sale of a portion of the unregistered securities. A copy of the press release is attached to this report as Exhibit 99.1 Item 3.02. Unregistered Sales of Equity Securities. On the dates below, WWT sold, in the aggregate, 1,036,000 Units, each Unit comprised of one (1) share of common stock of WWT ("Common Stock") and a Warrant exercisable for 0.25 share of Common Stock, in private transactions to nineteen accredited investors. The consideration paid for the Units was $2.50 per Unit, for aggregate gross proceeds to WWT of $2,590,000. A commission of $259,000 and warrants to purchase up to 103,600 shares of WWT common stock, exercisable for seven years at an exercise price of $2.50 per share were paid to Chadbourn Securities, Inc., an NASD broker dealer, and Laird Q. Cagan, a significant shareholder of WWT and a registered representative of Chadbourn Securities, Inc. (collectively, the "Placement Agent") in connection with the private placement. The Warrants are exercisable for five years from the date of sale of the Units at an exercise price of $0.01 per share. Twelve of the Investors have exercised the Warrants and the Company issued 29,500 shares of Common Stock pursuant to the exercises. WWT issued and sold the foregoing securities pursuant to certain exemptions from registration provided by Rule 506 of Regulation D and Section 4(2) and Section 4(6) of the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following exhibits are filed as exhibits to this Current Report on Form 8-K: Exhibit No. Description ----------- ----------- 10.1 Form of Subscription Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Warrant Agreement and Warrant 99.1 Press Release dated February 24, 2005 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, thereunto duly authorized. WORLD WASTE TECHNOLOGIES, INC. By: /s/ Thomas L. Collins ------------------------------------- Thomas L. Collins Chief Executive Officer Date: February 25, 2005 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 10.1 Form of Subscription Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of Warrant Agreement and Warrant 99.1 Press Release dated February 24, 2005