-----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, EjEzFwml2+XV68Ucf3AxQnAPgCOMDzMVeHsFrz2Erivmh0SDy5gDExBFFajctR+o uYH7LeTdtiBEByA4h8Hi3A== 0001144204-09-004662.txt : 20090202 0001144204-09-004662.hdr.sgml : 20090202 20090202155812 ACCESSION NUMBER: 0001144204-09-004662 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081228 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090202 DATE AS OF CHANGE: 20090202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Agfeed Industries, Inc CENTRAL INDEX KEY: 0001331427 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 202597168 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33674 FILM NUMBER: 09561509 BUSINESS ADDRESS: STREET 1: 1095 QINGLAN AVENUE STREET 2: ECONOMIC AND TECHNOLOGICAL DEVELOPMENT Z CITY: NAN CHANG CITY, JIANGXI PROVIN STATE: F4 ZIP: 330013 BUSINESS PHONE: 662-262-9347 MAIL ADDRESS: STREET 1: 1095 QINGLAN AVENUE STREET 2: ECONOMIC AND TECHNOLOGICAL DEVELOPMENT Z CITY: NAN CHANG CITY, JIANGXI PROVIN STATE: F4 ZIP: 330013 FORMER COMPANY: FORMER CONFORMED NAME: Wallace Mountain Resources Corp. DATE OF NAME CHANGE: 20050627 8-K/A 1 v138485_8ka.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
______________
 
FORM 8-K/A
 
(Amendment No. 1)
 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 28, 2008

AgFeed Industries, Inc.
(Exact Name of Registrant as Specified in Charter)

Nevada
  
001-33674
  
20-2597168
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

Suite A1001-1002, Tower 16, Hengmao Int'l Center
Nanchang City, Jiangxi Province, China 330003
(Address of principal executive offices; zip code)

Registrant’s telephone number, including area code:                                                                                                           86-791-6669093

Check the appropriate box below if the Form 8-K/A 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))
 
 
 
 
 
Explanatory Note
 
AgFeed Industries, Inc. (the “Company”) filed a Current Report on Form 8-K (“Original Form 8-K”) with the Securities and Exchange Commission on January 2, 2009, disclosing under Item 1.01, among others, the placement agent arrangement between the Company and Rodman & Renshaw, LLC relating to the closing of a transactions on December 31, 2008.  This Amendment No. 1 to the Original Form 8-K (this "Amendment") is being filed to amend the disclosure of the compensation paid to Rodman & Renshaw, LLC under Item 1.01 to correctly reflect the warrants issued to Rodman & Renshaw, LLC as warrants to purchase up to 300,000 shares of the Company's common stock, par value $0.001, as opposed to 210,000 shares inadvertently stated in the Original Form 8-K. Accordingly, this Amendment hereby amends and restates Item 1.01 of the Original Form 8-K as follows:

Item 1.01.                      Entry into a Material Definitive Agreement.
 
 
The securities for the registered offering were issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the "Commission") on December 31, 2008, in connection with a shelf takedown from the Company’s Registration Statement on Form S-3 (File No. 333-144386) which was declared effective by the Commission on January 11, 2008.
 
The closing under the Securities Purchase Agreement took place on December 31, 2008. The placement agent for this transaction was Rodman & Renshaw, LLC, which received a cash fee of six percent (6%) of the gross proceeds, or $525,000, and warrants to purchase up to 300,000 shares of the Company's Common Stock.  The warrants issued to Rodman & Renshaw, LLC have the same terms and are subject to the same limitations as the Warrants.
 
The Securities Purchase Agreement contains representations, warranties, and covenants of the Company and the Investors which are typical for transactions of this type.
 
The Warrants are exercisable in whole or in part beginning on June 30, 2009 and remain exercisable until June 30, 2014.  The exercise price of the Warrants is $2.50 per share of the Company's Common Stock, subject to adjustment in certain circumstances as set forth in the Warrant.
 
This foregoing summary of the registered offering is not complete, and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement and the form of Common Stock Purchase Warrant, copies of which are attached as Exhibits 10.18 and 10.19 to this Current Report on Form 8-K. Readers should review those agreements or forms of agreement for a more complete understanding of the terms and conditions associated with this transaction.
 
The provisions of the Securities Purchase Agreement and the form of Common Stock Purchase Warrant, including without limitation the representations and warranties contained therein, are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s reports under the Securities Exchange Act of 1934, as amended.

 
 
 
 
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.
 
 
Dated: February 2, 2009
     
     
  AGFEED INDUSTRIES, INC.  
       
 
By:
/s/ Gerard Daignault  
   
Gerard Daignault
Chief Operating Officer
  
       
       
 
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