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): September 16, 2005
GIANT MOTORSPORTS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-50243 33-1025552
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
13134 State Route 62
Salem, Ohio 44460
(Address of Principal Executive Offices/Zip Code)
(330) 332-8534
(Registrant's telephone number, including area code)
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 ct (17 CFR 240.14d-2(B))
|_| Pre-commencement communications pursuant to Rule 13e-4(c)) under the
Exchange Act (17 CFR 240.13e-4c))
Item 1.01. Entry into a Material Definitive Agreement
Effective September 16, 2005, Giant Motorsports, Inc. (the "Company") sold
to accredited investors pursuant to a subscription agreement and related
documents (the "Subscription Documents"), in a private placement offering (the
"Offering"), 2,870 shares of its newly-designated Series A Convertible Preferred
Stock, stated value $1,000 per share (the "A Shares"), and common stock purchase
warrants (the "Investor Warrants") to purchase up to of 5,740,000 shares (the
"Warrant Shares") of the Company's common stock, par value $.001 per share (the
"Common Stock"), resulting in the receipt by the Company of $2,870,000 of gross
proceeds. In connection with the placement agent's acting as placement agent for
the Offering (the "Placement Agent"), the Company paid it commissions of
$229,600 and a nonaccountable expense allowance of $57,400. Additionally, the
Company issued the Placement Agent an option (the "Agent Purchase Option") to
purchase 287 A Shares and warrants (the "Agent Warrants") to purchase up to
574,000 Warrant Shares. After deduction of all Offering expenses, including the
Placement Agent's commissions and nonaccountable expense allowance, the Company
received net proceeds of $2,485,163.
The securities sold by the Company in the Offering were exempt from
registration under the Securities Act of 1933, as amended (the "Act"), pursuant
to the provisions of Section 4(2) of the Act and Regulation D promulgated
thereunder.
Pursuant to the terms of Schedule 1 to the Subscription/Registration
Rights Agreement (the "Rights Agreement") entered into between the Company and
the investors in the Offering, the Company agreed to file, within 45 days after
the final closing of the Offering, a registration statement to cover the resale
of (i) the shares of Common Stock into which the A Shares convert, (ii) shares
of Common Stock paid as dividends on the A Shares, (iii) the Investor Warrants
and (iv) the Warrant Shares. The Company also agreed to register resales of the
Agent Warrants and the shares of Common Stock issuable upon the exercise of the
Agent Warrants. In addition, the Company has agreed to use its best efforts to
cause such registration to be declared effective by the Securities Exchange
Commission no later than 120 days after the date of the final closing of the
Offering. All of such securities are collectively referred to hereafter as the
"Registrable Securities." Failure of the Company to comply with the registration
requirements in the Rights Agreement within the specified time periods would
require the Company to pay certain liquidated damages until the failure to
comply is cured.
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Furthermore, the Placement Agent, or any holder of Investor Warrants, with
the written consent of the Placement Agent, may request that the Company use its
best efforts to cause the Investor Warrants and the Agent Warrants to be listed
on the OTC Bulletin Board and/or any other market or exchange where the Common
Stock is quoted or listed.
A full description of the A Shares, the Investor Warrants, the Agent
Purchase Option and the registration rights are set forth in the Certificate of
Designation of the A Shares, the form of Investor Warrant, the form of Agent
Purchase Option and the form of Rights Agreement filed as Exhibits 99.1, 99.2,
99.3 and 99.4, respectively, hereto.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosure contained in Item 1.01 is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Set forth below is a list of Exhibits included as part of this Current Report.
99.1 Certificate of Designation of Giant Motorsports, Inc., filed with
the Nevada Secretary of State on September 8, 2005.
99.2 Form of Investor Warrant.
99.3 Form of Agent Purchase Option.
99.4 Registration Rights Agreement registering the Registrable
Securities.
99.5 Agency Agreement between Giant Motorsports, Inc. and the Placement
Agent.
This Current Report on Form 8-K may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including, without limitation, statements with
respect to the Company's plans, objectives, expectations and intentions and
other statements identified by words such as "may", "could", "would", "should",
"believes", "expects", "anticipates", "estimates", "intends", "plans" or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company's management and are subject to significant risks
and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Company's control).
Remainder of Page Intentionally Left Blank
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SIGNATURES
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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.
GIANT MOTORSPORTS, INC.
By: /s/ Gregory A. Haehn
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Name: Gregory A. Haehn
Title: President and Chief Operating Officer
Dated: September 20, 2005
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Certificate of Designation of Giant Motorsports, Inc.,
filed with the Secretary of the State of Nevada on
September 8, 2005.
99.2 Form of Investor Warrant.
99.3 Form of Purchase Option.
99.4 Registration Rights Agreement registering the
Registrable Securities.
99.5 Agency Agreement between Giant Motorsports, Inc. and the
Placement Agent.