UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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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 15, 2005
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PROFILE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-21151 91-1418002
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
2 Park Avenue, Suite 201
Manhasset, NY 11030
(Address of principal executive offices) (Zip Code)
516-365-1909
(Registrant's telephone number, including area code)
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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):
|_| 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))
Section 3- Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
As previously reported, on April 4, 2005 Profile Technologies, Inc. (the
"Company") began conducting an offering of 2,000,000 units (the "2005
Offering"), consisting of one share of common stock and a warrant to purchase
one share of common stock at an exercise price of $0.75 per share (the "Units").
On December 5, 2005, the Company issued a supplement to the 2005 Offering,
increasing the number of Units offered to 6,000,000 Units (the "Combined 2005
Offering"). The purchase price of each Unit is $0.50 for a total Combined 2005
Offering price of $3,000,000. The warrants are exercisable at any time prior to
the fifth anniversary from the date of grant.
As previously reported, the Company entered into various loan agreements
with Murphy Evans, President, director, and a stockholder of the Company. On
March 6, 2003, the Company's Board of Directors approved the Loan Amendment and
Promissory Note (the "Amended Evans Loan") between the Company and Mr. Evans.
The Amended Evans Loan provides Mr. Evans the opportunity to convert all or part
of the Company's debt, and accrued interest thereto, into the Company's
securities pursuant to any current offering of the Company's securities.
Since September 30, 2005, as reported in the Company's Form 10-QSB filed on
November 14, 2005, and as of January 26, 2006, the Company has sold an
additional 434,000 Units and derived gross proceeds of $217,000 therefrom.
Additionally, pursuant to the terms of the Amended Evans Loan, Mr. Evans
exercised his conversion right and converted $801,000 of principal and accrued
interest (the "Evans Conversion") of the Amended Evans Loan pursuant to the
terms of the Combined 2005 Offering. Accordingly, the Company issued 1,602,000
Units in accordance with the Evans Conversion. The Units were offered, sold and
issued only to "accredited investors," as that term is defined by Rule 501 of
Regulation D. The additional net proceeds of $217,000 raised pursuant to the
terms of the Combined 2005 Offering are expected to be used for working capital
and general corporate purposes.
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.
Profile Technologies, Inc.
By: /s/ Henry E. Gemino
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Name: Henry E. Gemino
Title: Chief Executive Officer &
Chief Financial Officer
January 26, 2006