8-K 1 form8k031808.htm FORM 8K 03-18-08 form8k031808.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

March 13, 2008
Date of Report (Date of earliest event reported)

Millennium Cell Inc.
(Exact name of Registrant as specified in its charter)

Delaware
000-31083
22-3726792
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification Number)

1 Industrial Way West
Eatontown, New Jersey 07724
(Address of principal executive offices)

(732) 542-4000
(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:

[   ]           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))


 
 
 
 

 
Item 3.02  Unregistered Sales of Equity Securities.

           During the period from January 3, 2008 until March 18, 2008, Millennium Cell Inc. (the “Company”) issued a total of 4,977,063 shares of its common stock to holders of the Company’s Unsecured Convertible Debentures Due February 16, 2010 (the “2007 Debentures”) upon such holders’ conversion of an aggregate principal amount of $1,098,560 of such debentures.  The table below sets forth the conversion dates, shares of common stock issued, and the principal amount of 2007 Debentures converted during this period.


 
Conversion Date
Shares of Common Stock Issued
Principal Amount of 2007 Debentures Converted
($)
January 8, 2008
400,000
131,480
January 8, 2008
336,000
106,410
January 28, 2008
174,644
51,240
January 28, 2008
58,215
17,080
February 19, 2008
55,100
14,610
February 20, 2008
100,000
26,070
February 21, 2008
130,000
33,460
February 22, 2008
45,000
11,330
February 23, 2008
5,000
1,230
February 26, 2008
50,000
12,090
February 28, 2008
189,700
43,920
February 28, 2008
232,222
53,760
February 28, 2008
77,407
17,920
February 29, 2008
140,000
31,930
March 4, 2008
115,000
25,220
March 3, 2008
73,600
16,520
March 5, 2008
36,700
7,860
March 6, 2008
37,673
7,880
March 6, 2008
113,010
23,650
March 7, 2008
135,000
26,610
March 7, 2008
100,000
20,290
March 10, 2008
525,891
100,000
March 10, 2008
35,000
6,660
March 11, 2008
75,000
13,760
March 13, 2008
700,901
124,970
March 13, 2008
46,000
8,220
March 14, 2008
480,000
82,320
March 17, 2008
350,000
57,190
March 18, 2008
160,000
24,880

The shares issued upon the conversions described above were issued to existing security holders and no commission or other remuneration was paid or given directly or indirectly for soliciting such conversions.  Accordingly, the issuance of such shares of common stock was made pursuant to an exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.

 
 
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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.

 
 
        Millennium Cell Inc.
 
 
   By: /s/ John D. Giolli                                                                
   Name:  John D. Giolli, CPA
 
Title:    Chief Financial Officer

Date: March 18, 2008

 
 
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