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 event reported) September 30, 2005
ENGLOBAL CORPORATION
--------------------
(Exact name of registrant as specified in its chapter)
Nevada 001-14217 88-0322261
------ --------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
654 N. Sam Houston Parkway E., Suite 400, Houston, Texas 77060-5914
-------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-878-1000
----------------------------------------------------------
(Former name or former address, if changed since last report)
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))
Item 1.01 Entry into a Material Definitive Agreement.
On September 29, 2005, ENGlobal Corporation (the "Company") entered into and
closed on a definitive agreement (the "Purchase Agreement") to sell 2,000,000
shares of its $.001 par value per share common stock (the "Shares") in a private
placement to Tontine Capital Partners, L.P., a Delaware limited partnership (the
"Tontine"). The Purchase Agreement provides for the sale of the Shares at a
price of $7.00 per share for aggregate gross proceeds of $14,000,000 (the
"Private Placement"). Tontine is an "accredited investor" as defined in Rule 501
of Regulation D as promulgated by the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"). The Private
Placement was made in reliance upon an exemption from registration provided by
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
Energy Capital Solutions, LP and Pritchard Capital Partners LLC acted as
placement agents for the Private Placement.
In conjunction with the Private Placement, William A. Coskey, P.E., the
Company's Chairman of the Board, and Michael L. Burrow, P.E., the Company's
President and Chief Executive Officer, beneficially sold (the "Secondary Sale")
960,714 shares of Company common stock (the "Secondary Shares"), also priced at
$7.00 per share, to a different group of institutional investors (the "Secondary
Subscribers"). The Company received no proceeds from the Secondary Sale.
In connection with the Private Placement and the Secondary Sale, the Company
entered into a registration rights agreement, dated September 29, 2005, among
the Company, Tontine and the Secondary Subscribers (the "Registration Rights
Agreement"). Pursuant to the Registration Rights Agreement, the Company has
agreed to file a registration statement covering the Shares and the Secondary
Shares within 30 days of the closing date (the "Filing Deadline") and to cause
the registration statement to be declared effective within 90 days after the
closing date (the "Registration Deadline"). If the Company fails to meet either
the Filing Deadline or the Registration Deadline, the Company will be required
to pay to Tontine and the Subscribers an amount per month equal to 1% of the
amount purchased by Tontine or such Secondary Subscriber.
A copy of a press release issued by the Company describing the Private Placement
and the Secondary Sale is included as Exhibit 99 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this current report on Form 8-K is
hereby incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Number Exhibit
------ -------
99.1 Press Release, dated October 3, 2005, of ENGlobal Corporation
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.
ENGlobal Corporation
Date: October 4, 2005 /s/ Natalie S. Hairston
--------------- -----------------------
Natalie S. Hairston, Investor Relations
Officer, Chief Governance Officer and
Corporate Secretary