8-K 1 form8knov2007.txt MAIN DOCUMENT 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 NOVEMBER 19, 2007 (NOVEMBER 9, 2007) Date of Report (Date of earliest event reported) REGAL ROCK, INC. (Exact name of registrant as specified in its charter) ------------------------------------------------------------------------ | NEVADA | 333-134536 | PENDING | ------------------------------------------------------------------------ |(State or other jurisdiction|(Commission File No.)| (IRS Employer | | of incorporation) | |Identification No.)| ------------------------------------------------------------------------ 3723 E. MAFFEO ROAD PHOENIX, ARIZONA, USA 89050 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 516-659-6677 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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. Subscription Agreements On November 9, 2007 (the "Subscription Date"), Regal Rock, Inc. (the "Company") accepted subscriptions from investors in a private placement of its securities, pursuant to Private Placement Subscription Agreements entered into between the Company and the investors, for the sale and purchase of 133,333 units (the "Units") of the Company's securities, at a price of US$0.75 per Unit, for aggregate proceeds of $100,000. Each Unit consists of one share of the Company's common stock, $0.001 par value per share ("Common Stock"), and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable into one share of Common Stock (a "Warrant Share") at an exercise price of US$1.00 per Warrant Share, for a period of two years, or until November 9, 2009. A more detailed description of the transaction may be found under Item 3.02 -- Unregistered Sales of Equity Securities. A copy of the form of Private Placement Subscription Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the form of Warrant received by the investors is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Registration Rights In connection with the transaction, the Company granted the investors certain registration rights with respect to the shares of Common Stock comprising the Units, including the Warrant Shares. Pursuant to a Registration Rights Agreement (the "Registration Rights Agreement") between the Company and the investors dated November 9, 2007, the Company is obligated to prepare and file a registration statement with the Securities and Exchange Commission on Form SB-2 (or such other form as is available for registration), no later than 60 business days from the Subscription Date. The Company is also obligated to use its best efforts to cause the registration statement to become effective within 180 calendar days after the Subscription Date. A copy of the form of Registration Rights Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference. ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES. Private Placement On November 9, 2007 (the "Subscription Date"), Regal Rock, Inc. (the "Company") accepted subscriptions from investors in a private placement of its securities, pursuant to Private Placement Subscription Agreements entered into between the Company and the investors, for the sale and purchase of 133,333 units (the "Units") of the Company's securities, at a price of US$0.75 per Unit, for aggregate proceeds of $100,000. Each Unit consists of one share of the Company's common stock, $0.001 par value per share ("Common Stock"), and one common share purchase warrant (a "Warrant"). Each Warrant is exercisable into one share of Common Stock (a "Warrant Share") at an exercise price of US$1.00 per Warrant Share, for a period of two years, or until November 9, 2009. These Units were issued pursuant to the exemptions from registration contained in Regulation S promulgated under the Securities Act of 1933, as amended, on the basis of representations made by the investors that the investors are not "U.S. persons," as such term is defined in Regulation S, and that the investors did not acquire the shares for the account or benefit of a U.S. person. There was no underwriter to the private placement and no commissions were paid to any party. The proceeds of the private placement are expected to be used for general corporate working capital purposes. The issued Units represent the first tranche of a private placement of up to 1,000,000 Units at a price of US$0.75 per Unit, which was approved by the Company's Board of Directors on November 7, 2007, and will continue through February 5, 2008 (the "Initial Offering Period"). The Initial Offering Period may be extended for additional periods of 30 days each by the Company in its sole discretion. There is no assurance that any additional Units will be issued or sold in the private placement. A copy of the form of Private Placement Subscription Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the form of Warrant received by the investors is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Registration Rights In connection with the transaction, the Company granted the investors certain registration rights with respect to the shares of Common Stock comprising the Units, including the Warrant Shares. Pursuant to a Registration Rights Agreement (the "Registration Rights Agreement") between the Company and the investors dated November 9, 2007, the Company is obligated to prepare and file a registration statement with the Securities and Exchange Commission on Form SB-2 (or such other form as is available for registration), no later than 60 business days from the Subscription Date. The Company is also obligated to use its best efforts to cause the registration statement to become effective within 180 calendar days after the Subscription Date. A copy of the form of Registration Rights Agreement is attached hereto as Exhibit 10.3 and is incorporated herein by reference. THE FOREGOING SUMMARY OF THE TRANSACTION DESCRIBED ABOVE AND THE SECURITIES ISSUED OR TO BE ISSUED BY THE COMPANY IN CONNECTION THEREWITH IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE TRANSACTION DOCUMENTS, COPIES OF WHICH ARE ATTACHED AS EXHIBITS TO THIS CURRENT REPORT ON FORM 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits NO. DESCRIPTION 10.1 Form of Private Placement Subscription Agreement 10.2 Form of Common Stock Purchase Warrant 10.3 Form of Registration Rights Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 19, 2007 REGAL ROCK, INC. By: /s/ Eric Wildstein Name: Eric Wildstein Title: President and Chief Executive Officer EXHIBIT INDEX NO. DESCRIPTION 10.1 Form of Private Placement Subscription Agreement 10.2 Form of Common Stock Purchase Warrant 10.3 Form of Registration Rights Agreement