8-K 1 v108598_8k.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
 
Date of Report (Date of earliest event reported)    March 27, 2008
 
GIGABEAM CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
000-50985
 
20-0607757
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
 
 
 
 
 
4021 Stirrup Creek Drive, Suite 400, Durham, NC
 
27703
(Address of principal executive offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code    (919) 206-4426
 
(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 March 27, 2008, an existing accredited investor (the “Investor”) advanced us $100,000. In exchange for the $100,000, we issued the Investor an unsecured Promissory Note due March 27, 2009. Interest under the Note accrues at the rate of 14% per annum. The full amount of principal and accrued interest under the Note is payable on the maturity date. Absent any occurrence of an event of default, we may prepay the Note for 100% of the full principal amount, together with all accrued interest, at any time prior to the maturity date.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the 14% Promissory Note due March 27, 2009, filed as Exhibit 10.1 to this report and incorporated herein by reference.

This report contains forward-looking statements that involve risks and uncertainties.  You should not place undue reliance on these forward-looking statements.  Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our annual report on Form 10-K and other reports we file with the Securities and Exchange Commission.  Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made.  We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law. 

ITEM 9.01  EXHIBITS.
 
EXHIBIT NUMBER
 
 
DESCRIPTION
10.1
 
14% Promissory Note due March 27, 2009, issued by the Company to Midsummer Investment, Ltd. (filed herewith).
 

 
SIGNATURE
 
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.
 
 
 
GigaBeam Corporation
 
 
(Registrant)
 
 
 
Date
April 2, 2008
 
 
 
 
 
 
 
 
/s/ S. Jay Lawrence
 
 
(Signature)
 
 
 
 
 
Name: S. Jay Lawrence
 
 
Title: Chief Executive Officer


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