8-K 1 v113524_8-k.htm Unassociated 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

May 5, 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:

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 3.02. Unregistered Sales of Equity Securities.

During the period from April 29, 2008 until May 9, 2008, Millennium Cell Inc. (the “Company”), issued a total of 11,482,146 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 $678,700 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
($)
April 29, 2008
746,787
59,220
April 30, 2008
1,095,400
83,360
May 1, 2008
288,000
20,510
May 5, 2008
2,273,588
150,000
May 5, 2008
757,863
50,000
May 5, 2008
95,058
6,270
May 6, 2008
277,742
16,860
May 7, 2008
358,422
20,000
May 7, 2008
1,567,811
87,480
May 8, 2008
393,700
20,000
May 8, 2008
961,538
45,000
May 9, 2008
427,350
20,000
May 9, 2008
1,168,224
50,000

The issuance of shares 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 9, 2008
 
Millennium Cell Inc.
 
 
 
By:
/s/
John D. Giolli  
 
Name:
John D. Giolli, CPA
 
Title:
Chief Financial Officer


 
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