indiaglobal8k100608.htm
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): September
30, 2008
INDIA
GLOBALIZATION CAPITAL, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-32830
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20-2760393
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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Identification
No.)
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4336 Montgomery Ave.,
Bethesda, Maryland 20814
(Address
of principal executive
offices) (Zip
Code)
(301) 983-0998
(Registrant’s
telephone number, including area code)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
FR 240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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The
information set forth under Item 2.03 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 1.01.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On
September 30, 2008, India Globalization Capital, Inc. (“we,” the “Company” or
“IGC”) commenced a private placement offering of unsecured promissory notes (the
“Notes”) for an aggregate principal amount of up to $5,000,000 (the “Bridge
Offering”).
On
September 30, 2008, IGC consummated the initial closing of the Bridge Offering
in the total principal amount of $2,000,000 to one investor, Steven M. Oliveira
1998 Charitable Remainder Unitrust (“Oliveira,” or the “Initial Investor”). IGC
expects to consummate a second closing for the Bridge Offering in early October
2008 with certain investors (the “Second Investors”) (the Initial Investor and,
together with the Second Investors, the “Investors”), although no assurances can
be made that the remaining amount of the Bridge Offering will be
consummated.
Each Note
bears interest at a rate equal to 6% per annum from the date of issuance of the
Note until paid in full on the Maturity Date (defined below). Each Note is
payable in full twelve (12) months from the date of issuance of the Note (the
“Maturity Date”). IGC can pre-pay the Note at any time without penalty or
premium. The Notes are unsecured.
The Notes
are not convertible into IGC Common Stock (the “Common Stock”) or other
securities. However, under the Note and Share Purchase Agreement (the “Note and
Share Purchase Agreement”), effective as of September 30, 2008, by and among IGC
and the Investors (named as Lenders therein), as additional consideration for
the investment in the Notes, IGC agreed to issue up to 500,000 shares of Common
Stock to the Investors (of which 200,000 shares are issuable to the Initial
Investor) on a pro rata basis. If IGC fails to repay the Notes by the
Maturity Date, Investors would be entitled to receive up to 500,000 shares of
Common Stock (of which 200,000 shares would be issuable to the Initial Investor)
on a pro rata basis.
In
connection with the Note and Share Purchase Agreement, IGC has entered into a
Registration Rights Agreement (the “Registration Rights Agreement”) effective as
of September 30, 2008, with the Investors, pursuant to which the Investors will
have the right to have their shares of Common Stock registered with the
Securities and Exchange Commission following their issuance, as well as
customary piggyback registration rights, as further described in the
Registration Rights Agreement attached hereto as an exhibit. If IGC fails to
meet the filing or effectiveness deadlines set forth in the Registration Rights
Agreement, Investors would be entitled, for each $1,000,000 of principal
outstanding, to 25,000 shares of Common Stock plus an additional 5,000 shares of
Common Stock for each 30-day period such filing or effectiveness is delayed
beyond the initial late period.
The
description above summarizes the material terms of the Note and Share Purchase
Agreement, Note and Registration Rights Agreement. The description above is
qualified in its entirety by the text of the forms of the Note and Share
Purchase Agreement, Note and Registration Rights Agreement filed as exhibits to
this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively,
and are incorporated into this Current Report on Form 8-K by
reference.
The
securities sold in this transaction have not been registered under the
Securities Act of 1933, as amended (the “Act”) and may not be offered or sold in
the United States in the absence of an effective registration statement or
exemption from the registration requirements under the Act. IGC believes that
the issuance of the foregoing securities was exempt from registration under
Section 4(2) of the Act as transactions not involving a public
offering.
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Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information set forth under Item 2.03 of this Current Report on Form 8-K is
hereby incorporated by reference into this Item 3.02.
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
Exhibits
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.
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India Globalization Capital,
Inc. |
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Date:
October 6, 2008
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By:
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/s/ Ram
Mukunda |
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Ram
Mukunda |
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Chief
Executive Officer and President
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Exhibit
Index