f8k110507_signet.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 reported): November 5, 2007
Signet
International Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
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333-13465
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16-1732674
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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205
Worth Avenue, Suite 316
Palm
Beach, Florida 33480
(Address
of Principal Executive Offices)(Zip Code)
(561)
832-2000
(Registrant's
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
=====================================================================
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 5, 2007, we entered into an Investment Agreement with Dutchess Private
Equities Fund, Ltd. (the “Investor”). Pursuant to this Agreement, the Investor
shall commit to purchase up to $10,000,000 of our common stock over the course
of thirty-six (36) months. The amount that we shall be entitled to request
from
each purchase (“Puts”) shall be equal to, at our election, either (i) up to
$250,000 or (ii) up to 200% of the average daily volume (U.S. market only)
of
the common stock for the ten (10) trading days prior to the applicable Put
Notice Date, multiplied by the average of the three (3) daily closing bid prices
immediately preceding the Put Date. The put date shall be the date that the
Investor receives a put notice of a draw down by us. During the Open Period,
the
Company shall not be entitled to submit a Put Notice until after the previous
Closing has been completed. The purchase price shall be set at ninety-three
percent (93%) of the lowest closing Best Bid price of the Common Stock during
the pricing period. The pricing period shall be the five (5) consecutive trading
days immediately after the put notice date. There are put restrictions applied
on days between the put date and the closing date with respect to that
particular put. During this time, we shall not be entitled to deliver another
put notice. Further, we shall reserve the right to withdraw that portion of
the
put that is below seventy-five percent (75%) of the lowest closing bid prices
for the 10-trading day period immediately preceding each put
notice.
We
are
obligated to file a registration statement with the Securities and Exchange
Commission (“SEC”) covering 4,000,000 shares of the common stock underlying the
Investment Agreement within 15 days after the closing date. In addition, we
are
obligated to use all commercially reasonable efforts to have the registration
statement declared effective by the SEC within 90 days after the closing date.
We shall have an ongoing obligation to register additional shares of our common
stock as necessary underlying the draw downs.
ITEM
3.02 UNREGISTERED SALE OF
EQUITY SECURITIES
See
Item
1.01 above.
We
claim
an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Act”) for private placement of these securities pursuant to
Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder
since, among other things, the transaction does not involve a public offering,
the Investor is an “accredited investor” and/or qualified institutional buyer,
the Investor has access to information about the Company and its investment,
the
Investor will take the securities for investment and not resale, and the Company
is taking appropriate measures to restrict the transfer of the
securities.
ITEM
9.0 FINANCIAL STATEMENT
AND EXHIBITS
(a) Financial
Statements of Business Acquired
N/A
(b)
Pro
Forma Financial Information
N/A
(c)
Exhibits
Exhibit
No. Description
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10.1
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Investment
Agreement dated November 5, 2007, by and between the Company and
Dutchess
Private Equities Fund, Ltd
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10.2
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Registration
Rights Agreement dated November 5, 2007, by and between the Company
and
Dutchess Private Equities Fund,
Ltd.
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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.
Signet
International Holdings, Inc.
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Date:
November 6, 2007
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By: /s/
Ernest
W.
Letiziano
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|
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Ernest W. Letiziano
President and Director
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