Item 1.01 Entry Into A Material Definitive Agreement.
The Company entered two (2) purchase agreements made pursuant to Regulation S of the Securities Act of 1933 relating to the sale of convertible notes as more particularly described as follows:
A. Convertible Note Sale to
Reference is made to that certain Convertible Note Purchase Agreement dated as
of
Pursuant to the Agreement, the Purchaser will pay a total aggregate amount of
The Principal Amount and six percent (6%) compounded interest of each
Convertible Note is payable in cash on or before two (2) years from the
effective date of each Convertible Note. If not earlier repaid, at the election
of the Purchaser, the Convertible Note(s) will be converted into shares of
common stock,
The foregoing description of the Agreement and Convertible Note are not complete and are qualified in their entirety by the text of the Agreement and the form of Convertible Note, which are attached as Exhibit 2.1(a) and 10.1(a), respectively and incorporated herein by this reference.
B. Convertible Note Sale to Li-Kuo Lee
Reference is made to that certain Convertible Note Purchase Agreement dated as
of
Pursuant to the Agreement, the Purchaser will pay the amount of
The Principal Amount and six percent (6%) compounded interest of each
Convertible Note is payable in cash on or before two (2) years from the
effective date of each Convertible Note. If not earlier repaid, at the election
of the Purchaser, the Convertible Note will be converted into shares of common
stock,
2
The foregoing description of the Agreement and Convertible Note are not complete and are qualified in their entirety by the text of the Agreement and the form of Convertible Note, which are attached as Exhibit 2.1(b) and 10.1(b), respectively and incorporated herein by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The matters set forth under Sections 1.01 of this report are incorporated herein by this reference.
Item 7.01 Regulation FD Disclosure.
On
The information furnished with this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed as part of this report:
(d) Exhibits Exhibit No. Description
2.1(a) Form of Convertible Note Purchase Agreement -ASE Test. Inc. 2.1(b) Form of Convertible Note Purchase Agreement - Li-Kuo Lee 10.1(a) Form of Convertible Note -ASE Test, Inc. 10.1(b) Form of Convertible Note - Li-Kuo Lee 99.1 Press Release 3
© Edgar Online, source