Pediatric Prosthetics, Inc. Form 8-K 4/17/2007
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 17, 2007
COMMISSION
FILE NO.: 000-32885
PEDIATRIC
PROSTHETICS, INC.
(Exact
Name Of Registrant As Specified In Its Charter)
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IDAHO
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68-0566694
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(State
Or Other Jurisdiction
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(IRS
Employer Identification No.)
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Of
Incorporation)
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12926
WILLOW CHASE DRIVE, HOUSTON, TEXAS 77070
(Address
Of Principal Executive Offices)
(281)
897-1108
(Issuer
Telephone Number)
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):
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
April
17, 2007, with an effective date of January 15, 2007, Pediatric Prosthetics,
Inc. (“we,” “us,” and the “Company”) entered into a Second Waiver of Rights
Agreement (the “Second Waiver”) with AJW Partners, LLC; AJW Offshore, Ltd.; AJW
Qualified Partners, LLC; and New Millennium Capital Partners II, LLC (each
a
"Purchaser" and collectively the "Purchasers"). We previously entered into
a
Securities Purchase Agreement with the Purchasers in May 2006, pursuant to
which
we agreed to sell the Purchasers $1,500,000 in convertible promissory notes
(the
“Notes”), of which $1,000,000 has been sold to date. In connection with the
Securities Purchase Agreement (the “Purchase Agreement”), we granted the
Purchasers an aggregate of 50,000,000 warrants to purchase shares of our common
stock at an exercise price of $0.10 per share (the “Warrants”), we also entered
into a Registration Rights Agreement (the “Rights Agreement”) with the
Purchasers, whereby we agreed to register the shares of common stock which
the
Notes were convertible into and the Warrants were exercisable for (the
“Underlying Shares”).
Pursuant
to a previous Waiver of Rights Agreement we entered into with the Purchasers
in
October 2006 (the “First Waiver”), we agreed to use our best efforts to obtain
shareholder approval to increase our authorized shares by December 15, 2006;
to
file a registration statement with the SEC covering the Underlying Shares no
later than January 15, 2007, and to obtain effectiveness of such registration
statement with the SEC by April 16, 2007.
Pursuant
to the Second Waiver, the Purchasers agreed to waive our failure to file a
registration statement by the prior January 15, 2007, deadline (we filed the
registration statement on February 9, 2007), agreed we are not in default of
the
Rights Agreement; agreed to waive our inability to maintain effective controls
and procedures as was required pursuant to the Purchase Agreement, that we
are
required to use our “best efforts” to maintain effective controls and procedures
moving forward; to waive the requirement pursuant to the Purchase Agreement
that
we keep solvent at all times (defined as having more assets than liabilities);
to waive the requirement pursuant to the Purchase Agreement that we obtain
authorization to obtain listing of our common stock on the Over-the-Counter
Bulletin Board (“OTCBB”), and to allow for us to use our “best efforts” to
obtain listing of our common stock on the OTCBB in the future.
We
also
agreed along with the Purchasers, pursuant to the Second Waiver, to amend the
Rights Agreement to reduce the number of shares we are required to register
pursuant to the Rights Agreement, from all of the Underlying Shares, to only
9,356,392 of the shares issuable upon conversion of the Notes and to amend
the
date we are required to obtain effectiveness of our registration statement
by
from April 16, 2007, to August 13, 2007.
It
is
anticipated that the Purchasers will rely on Rule 144 under the Securities
Act
of 1933, as amended in the future for any sales of shares issuable in connection
with the conversion of the Notes and/or exercise of the Warrants which are
no
longer required to be registered on a registration statement by us pursuant
to
the amendments above.
In
consideration for their entry into the Second Waiver, we agreed to grant the
Purchasers an additional 1,000,000 warrants to purchase shares of our common
stock at an exercise price of $0.10 per share, which warrants shall expire
if
unexercised on the same date as the original Warrants expire if unexercised,
May
30, 2013, which warrants were granted to the Purchasers as follows:
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AJW
Partners, LLC
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102,000
warrants
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AJW
Offshore, Ltd.
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606,000
warrants
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AJW
Qualified Partners, LLC
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279,000
warrants
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New
Millennium Capital Partners II, LLC
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13,000
warrants
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Total
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1,000,000
warrants
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ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
of Exhibit
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10.1*
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Second
Waiver of Rights Agreement
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*
Filed
herewith.
SIGNATURES
Pursuant
to the requirement 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.
PEDIATRIC
PROSTHETICS, INC.
April
18,
2007
/s/
Kenneth W. Bean
Kenneth
W. Bean,
Vice
President