Applied Energetics, Inc. – ‘8-K’ for 10/27/05

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     30K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      1      8K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws     16     62K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders    15     61K 
 5: EX-10.1     Material Contract                                     27     96K 
 6: EX-10.2     Material Contract                                     10     41K 

8-K   —   Current Report
Document Table of Contents

8-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)     October 27, 2005

IONATRON, INC.
------------------------------------------------------------------------------- 
(Exact Name of Registrant as Specified in Its Charter)

Delaware
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(State or Other Jurisdiction of Incorporation)

  001-14015                                   77-0262908
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    (Commission File Number)               (IRS Employer Identification No.)

3950 East Columbia, Tucson, Arizona                               85714     
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(Address of Principal Executive Offices)                          (Zip Code)    

(520) 628-7415
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(Registrant's Telephone Number, Including Area Code)

------------------------------------------------------------------------------- 
 (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):                      

      |_|   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))                      

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Item 1.01. Entry into a  Material Definitive Agreement.                         

Item 3.02. Unregistered Sales of Equity Securities                              

On October 27, 2005 Ionatron, Inc. (the "Company") sold an aggregate of 720,000 
shares (the "Offered Shares") of its 6.5% Series A Redeemable Convertible       
Preferred Stock (the "Series A Preferred Stock") with a stated value of $25 per 
share to 16 institutional accredited investors and one accredited investor for  
aggregate gross proceeds of $18,000,000 (the "Financing"). The Company also     
granted to each investor the option to purchase a number of additional shares of
Series A Preferred Stock equal to 15% of the Offered Shares, which shares will  
be identical to the Offered Shares (the "Optional Shares" and, together with the
Offered Shares, the "Shares").                                                  

The Series A Preferred  Stock has a liquidation  preference of $25.00 per Share.
The  Series A  Preferred  Stock will bear  dividends  at the rate of 6.5% of the
liquidation  preference per share per annum, which shall accrue from the date of
issuance, and shall be payable semi-quarterly on February 1, May 1, August 1 and
November 1 of each year, commencing May 1, 2006, to the holders of record at the
close of business on the preceding January 15, April 15, July 15 and October 15,
respectively.                                                                   

Each share of Series A Preferred Stock is convertible at any time at the option 
of the holder into a number of shares (the "Conversion Shares") of common stock 
equal to the liquidation preference (plus any accrued and unpaid dividends for  
periods prior to the dividend payment date immediately preceding the date of    
conversion by the holder) divided by the conversion price (initially $12.00 per 
share, subject to adjustment in the event of a stock dividend or split,         
reorganization, recapitalization or similar event.)                             

The Company may redeem the Series A Preferred Stock in whole or in part at any  
time commencing November 1, 2008 and continuing through October 31, 2010, upon  
at least 30 days' notice, at a redemption price, payable in cash, equal to 100% 
of the liquidation preference of the shares to be redeemed, plus accrued and    
unpaid dividends thereon to, but excluding, the redemption date if: (1) the     
closing price of the Common Stock has equaled or exceeded 140% of the then      
effective conversion price on each of at least 20 trading days within a period  
of 30 consecutive trading days ending within five trading days prior to the date
the Company mails the notice of redemption; (2) the Common Stock is listed on a 
U.S. national securities exchange or The Nasdaq Stock Market; and (3) a shelf   
registration statement covering resales of the Series A Preferred Stock and the 
Common Stock issuable upon conversion of the Series A Preferred Stock is        
effective on the redemption date, unless registration is no longer required.    

In addition, beginning November 1, 2010, the Company may redeem the Series A    
Preferred Stock in whole or in part, upon at least 30 days' notice, at a        
redemption price, payable in cash, equal to 100% of the liquidation preference  
of the Series A Preferred Stock to be redeemed, plus accrued and unpaid         
dividends thereon to, but excluding, the redemption date, if: (1) the Common    
Stock is listed on a U.S. national securities exchange or The Nasdaq Stock      
Market; and (2) a shelf registration statement covering resales of the Preferred
Stock and the Common Stock issuable upon conversion of the Series A preferred   
stock is effective on the redemption date, unless registration is no longer     
required.                                                                       

If a Change of Control (as defined in the Certificate of Designation of the     
Series A Preferred Stock (the "Designation")) occurs, the holders of Preferred  
Stock may require the Company to purchase all or part of their outstanding      
shares of Preferred Stock at a repurchase price equal to 101% of their          
liquidation preference, plus accrued and unpaid dividends thereon to, but       
excluding, the repurchase date. The Company will have the option to pay for     
these shares either in cash, shares of Common Stock valued at 95% of the        
weighted average closing sale price of the Common Stock for the ten-trading day 
period ending on the third trading day prior to the date of purchase, or a      
combination of cash and shares of Common Stock.                                 

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If a Make Whole Change of Control (defined below) becomes effective prior to    
December 12, 2007, holders of Series A Preferred Stock shall be entitled to     
receive a make whole premium, payable in shares of Common Stock or in the same  
form of consideration into which all or substantially all of the Common Stock   
has been converted or exchanged in connection with the Make Whole Change of     
Control. The make whole premium is a dollar amount as specified in the          
Designation and will be based on the effect date of the Make Whole Change of    
Control. Holders of Preferred Stock will not be entitled to the make whole      
premium if the per share cash consideration paid to the Company's Common Stock  
holders for the related Make Whole Change of Control as determined in accordance
with the Designation is less than $10.34 or greater than $20.68 (which amounts  
are subject to adjustment as of any date on which the conversion rate is        
adjusted).                                                                      

A "Make Whole Change of Control" means a change of control transaction involving
a merger or consolidation in which the Company is not the surviving entity,     
unless (x) at least 90% of the consideration (excluding cash payments for       
fractional shares and cash and cash payments for dissenters' appraisal rights)  
in the make whole change of control consists of common stock of a United States 
company traded on a U.S. national securities exchange or quoted on the Nasdaq   
Stock Market (or will be so quoted or traded when issued or exchanged in        
connection with such transaction) and (y) as a result of such transaction or    
transactions, the outstanding shares of Series A Preferred Stock become         
convertible into such common stock.                                             

The Series A Preferred Stock will rank, with respect to dividend rights and     
rights upon liquidation, winding-up or dissolution:                             

      o     junior to all of the existing and future liabilities, whether or not
for borrowed money;                                     

 o     junior to each class or series of the Company capital stock the
        terms of which expressly provide that it will rank senior to the
Series A Preferred Stock;                               

     o     on a parity with any other class or series of the Company's capital
           stock that has terms which expressly provide that it will rank on a
parity with the Series A Preferred Stock;               

      o     senior to the Common Stock and each other class or series of capital
        stock that has terms which do not expressly provide that it will
            rank senior to or on a parity with the Series A Preferred Stock; and

     o     effectively junior to all of the existing and future liabilities of
existing and future subsidiaries.                       

Holders of the Series A Preferred Stock will have no voting rights with respect 
to such shares except as required by law and except that the Company may not    
create or increase the amount of any class or series of capital stock that ranks
senior to the Series A Preferred Stock or amend its certificate of incorporation
or alter or change any power, preference or special right of the outstanding    
Series A Preferred Stock in any manner materially adverse to the interest of the
holders thereof without the consent of the holders of at least two-thirds of the
shares of Series A Preferred Stock then outstanding.                            

In connection with the Financing, the Company entered into a registration rights
agreement with each purchaser of Series A Preferred Stock in which the Company  
agreed to file a shelf registration statement with the SEC covering the resale  
of Shares, including any Option Shares and the shares of Common Stock issuable  
upon conversion of the Shares within 45 days after the closing. The Company also
agreed in the registration rights agreement to use its best efforts to have the 
registration statement declared effective within 150 days, subject to extension 
in certain circumstances to date no later than March 31, 2006 and to keep the   
shelf registration statement effective for a specified period.                  

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If the shelf registration statement is not timely filed or made effective or if 
the prospectus in the registration statement is unavailable for periods in      
excess of specified periods (referred to as a "registration default") or the    
Company fails to make a dividend payment within five business days following a  
dividend payment date, the dividend rate shall immediately and automatically    
increase by 1% from 6.5% of the liquidation preference per share of Series A    
Preferred Stock to 7.5% of such liquidation preference for as long as such      
failure continues and immediately return to 6.5% of the liquidation preference  
per shares of Series A Preferred Stock per annum at such time as such failure no
longer continues), but only up to 90 days in the case of a registration default 
and thereafter in the case of a registration default if, at such time, the      
failure is continuing, the dividend rate shall immediately and automatically    
further increase to 10% of the liquidation preference per offered share per     
annum for as long as such failure continues and shall immediately and           
automatically return to 6.5% at such time as the failure is no longer           
continuing; and, if a dividend payment default occurs for two consecutive       
dividend payment dates, the dividend rate shall immediately and automatically   
increase to 10% of the liquidation preference per share of Series A Preferred   
Stock per annum until such dividend payment default is no longer continuing.    

The Company entered into an agency agreement with J Giordano Securities Group   
("J Giordano"), pursuant to which J Giordano served as placement agent in       
connection with the Financing. For serving as placement agent, J Giordano       
received a placement agent fee of $1,220,000 and issued to J Giordano five-year 
warrants to purchase an aggregate of 101,666 shares of Common Stock (the "Agent 
Warrants"). The Agent Warrants are exercisable at a price of $12.00 per share   
and certain a cashless exercise provision. J Giordano will also receive         
additional placement agent fees of up to 7% of the gross proceeds from the sale 
of any Option Shares issued upon the exercise of options by the investors and   
additional Agent Warrants of up to 7% of the number of shares of Common Stock   
issuable upon conversion of the Option Shares issued to investors upon exercise 
of options exercised by investors. The Company granted J Giordano certain       
registration rights with respect to the Shares of Common Stock issuable upon    
exercise of the Agent Warrants. In addition, if within twelve months following  
the closing of the Financing, the Company sells, directly or indirectly,        
securities to any purchasers (other than securities in connection with a working
capital loan or facility or project debt financing), J Giordano will be entitled
to receive the same compensation with respect to such sale of securities as it  
will receive in connection with the Financing.                                  

The net proceeds to the Company from the Financing, after deducting placement   
agent fees and expenses and other expenses were approximately $16.6 million. The
Company intends to use a portion of the net proceeds from the Financing to repay
the $2.8 million principal amount note payable to the Company's Chairman of the 
Board under its revolving credit facility.                                      

The shares and the Agent Warrant (the "Financing Securities") were issued in the
Financing without registration under the Securities Act of 1933, as amended (the
"Act"), in reliance upon the exemptions from registration provided under Section
4(2) of the Act and Regulation D promulgated thereunder. The issuances did not  
involve any public offering; the Company made no solicitation in connection with
the Financing other than communications with the investors; the Company obtained
representations from the investors and J Giordano regarding their investment    
intent, experience and sophistication; the investors and J Giordano either      
received or had access to adequate information about the Company in order to    
make informed investment decisions; the Company reasonably believed that the    
investors and J Giordano were sophisticated within the meaning of Section 4(2)  
of the Act and "accredited investors" as defined in Regulation D; and the       
Financing Securities were issued with restricted securities legends.            

Item 5.03. Amendment to Articles of Incorporation                               

On October 27, 2005, the Company filed a Certificate of Elimination, filed with 
the Secretary of State of the State of Delaware a Certificate of Elimination    
electing its primarily designated 10% Series A Convertible Preferred Stock, par 
value $.001 per share (the "10% Preferred Stock"). The elimination of the 10%   
Preferred Stock was approved by the Company's Board of Directors on October 18, 
2005 and did not require a vote of stockholders. No shares of 10% Preferred     
Stock were outstanding.                                                         

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On October 27, 2005, the Company filed a Certificate of Designation with the    
Secretary of State of the State of Delaware designating 950,000 shares of 6.5%  
Series A Convertible Preferred Stock.                                           

ITEM 9.01 Financial Statements and Exhibits                                     

(c)      Exhibits                                                               

Exhibit                                                                         
No.      Description                                                            

3.1   Certificate of Elimination of the 10% Series A Convertible Preferred Stock
of Ionatron, Inc. (the "Company")                                   

3.2   Certificate  of  Designation  of the 6.5% Series A Redeemable  Convertible
Preferred Stock of the Company.                                     

4.1   Form of Registration Rights Agreement by and among the Company and each of
the Purchasers whose names appear on the Schedule attached thereto. 

10.1  Form of Purchase Agreement by and among the Company and the investors     
whose names appear on the signature pages thereof.                  

10.2  Form of Agent Warrant.                                                    

8-K
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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.                                          

IONATRON, INC.
(Registrant)

          By:    /s/ Robert Howard
                    ------------------------
         Robert Howard
                 Chairman of the Board

Date:  October 27, 2005                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/1/10		2
		10/31/10		2
		11/1/08		2
		12/12/07		3
		5/1/06		2
		3/31/06		3					10-Q,  4
Filed on:		10/28/05
For Period End:		10/27/05		1		6
		10/18/05		4
									List all Filings

11 Subsequent Filings that Reference this Filing

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 3/26/24  Applied Energetics, Inc.          10-K       12/31/23   62:5M                                     EdgarAgents LLC/FA
 3/30/23  Applied Energetics, Inc.          10-K       12/31/22   59:4.7M                                   EdgarAgents LLC/FA
 3/31/22  Applied Energetics, Inc.          10-K       12/31/21   54:4.6M                                   EdgarAgents LLC/FA
10/05/21  Applied Energetics, Inc.          S-3        10/04/21    3:234K                                   MDM Corp Elec Fi… Inc/FA
 9/09/21  Applied Energetics, Inc.          S-3                    3:213K                                   EdgarAgents LLC/FA
 6/10/21  Applied Energetics, Inc.          S-3                    3:196K                                   EdgarAgents LLC/FA
 4/21/21  Applied Energetics, Inc.          POS AM                 2:192K                                   EdgarAgents LLC/FA
 4/12/21  Applied Energetics, Inc.          10-K       12/31/20   51:3.5M                                   EdgarAgents LLC/FA
 3/18/21  Applied Energetics, Inc.          POS AM                 2:158K                                   EdgarAgents LLC/FA
 1/28/21  Applied Energetics, Inc.          S-1/A                  2:90K                                    EdgarAgents LLC/FA
 1/21/21  Applied Energetics, Inc.          S-1                    3:1.1M                                   EdgarAgents LLC/FA