-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H46/kUrgz9LYsonmewjaq90qQJsiAxVmdvDq7zxtcM2V2V0tvSmgfYONiaf6g2FZ S4KVNNwPorCjAae1gKBk8w== 0001144204-08-030715.txt : 20080519 0001144204-08-030715.hdr.sgml : 20080519 20080519170025 ACCESSION NUMBER: 0001144204-08-030715 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080519 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20080519 DATE AS OF CHANGE: 20080519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELEPHANT TALK COMMUNICATIONS INC CENTRAL INDEX KEY: 0001084384 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 954557538 STATE OF INCORPORATION: CA FISCAL YEAR END: 0115 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30061 FILM NUMBER: 08845900 BUSINESS ADDRESS: STREET 1: 438 EAST KATELLA AVENUE STREET 2: SUITE 217 CITY: ORANGE STATE: CA ZIP: 92867 BUSINESS PHONE: 714-288-1570 MAIL ADDRESS: STREET 1: 438 EAST KATELLA AVENUE STREET 2: SUITE 217 CITY: ORANGE STATE: CA ZIP: 92867 FORMER COMPANY: FORMER CONFORMED NAME: STARUNI CORP DATE OF NAME CHANGE: 20000202 8-K 1 v115153_8k.htm
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) May 19, 2008

ELEPHANT TALK COMMUNICATIONS INC.
(Exact name of registrant as specified in Charter)

 
Delaware
 
000-30061
 
95-4557538
(State of other Jurisdiction of
incorporation)
 
(Commission file no.)
 
(IRS employer identification no.)
         
Schiphol Boulevard 249, 1118 BH Schiphol, The Netherlands
(Address of Principal Executive Offices)     (Zip Code)
 
Registrant's telephone number, including area code (31 0 20 653 5916)

 
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 (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

On May 13, 2008, Elephant Talk Communications Inc. (the “Company”) consummated an initial closing (the “Closing”) of its private placement offering (the “Offering”) of Units comprised of shares of common stock (the “Shares”) and warrants to purchase shares of common stock (the “Warrants”, together with the Shares, the “Securities”) to accredited investors (“Investors”). The Securities are being offered and sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Company sold an aggregate of 27,380,952 Shares at a purchase price of $.042 per Share and delivered Warrants to purchase an aggregate of 27,380,952 shares of the Company's common stock at a purchase price of $.05 per share and Warrants to purchase an aggregate of 13,690,476 shares of the Company's common stock at a purchase price of $.058 per share. The Company intends to use the net proceeds from the Offering primarily for working capital.
 
The Warrants entitle the holders to purchase shares of the Company's common stock reserved for issuance thereunder (the “Warrant Shares”) for a period of five years from the date of issuance at an exercise price of $.05 and $.058 per share, respectively. The Warrants contain certain anti-dilution rights on terms specified in the Warrants.

The investors of this Offering are not entitled to any registration rights with respect to the Securities.

The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and are being offered and sold only in the United States to “accredited investors” (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(2) of the Securities Act. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission or regulatory body has approved or disapproved the securities. Any representation to the contrary is a criminal offense.

Item 3.02. Unregistered Sales of Equity Securities

See Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by this reference, for a description of the terms of the financing transaction that included the issuance of the Securities.

The Company received net proceeds of $1,035,000 from the placement, after payment of commissions of approximately $115,000. The Company retained a registered FINRA broker dealer to act as placement agent. In addition, the placement agent is entitled to receive five-year warrants to acquire 2,738,095 shares of the Company’s common stock at an exercise price of $.042 per share.

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements with respect to the Company’s plans, objectives, expectations and intentions; and (ii) other statements identified by words such as “may”, “could”, “would”, “should”, “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).
 
 
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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 hereunto duly authorized.

     
  ELEPHANT TALK COMMUNICATIONS INC.
 
 		  
 		  
 
Dated: May 19, 2008   /s/ Willem Ackermans
 
Willem Ackermans
  Chief Financial Officer
 
 
 
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