SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
April 24, 2006
EYI INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-29803 88-0407078
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7865 Edmonds Street, Burnaby, BC Canada V3N1B9
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(Address of principal executive offices) (Zip code)
(604) 759-5031
Registrant's telephone
number, including area code:
Not Applicable
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(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:
|_| 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 Material Definitive Agreements.
Convertible Debentures
On April 24, 2006 EYI Industries, Inc. (the "Company") entered into that
certain Securities Purchase Agreement (the "Securities Purchase Agreement") with
the Buyers set forth on Schedule I attached thereto (collectively the "Buyers"
and together with the Company, the "Parties"). Pursuant to the Securities
Purchase Agreement, the Company shall sell to the Buyers, and the Buyers shall
purchase from the Company, convertible debentures (collectively, the
"Debentures") in the aggregate principal amount of Four Million Five Hundred
Thousand Dollars ($4,500,000), plus accrued interest, which are convertible into
shares of the Company's common stock, par value $0.001 per share (the "Common
Stock"), at the Buyers discretion. Of this aggregate amount, (a) One Million
Five Hundred Thousand Dollars ($1,500,000) is to be paid five days after April
24, 2006, (b) One Million Five Hundred Thousand Dollars ($1,500,000) shall be
funded two (2) business days prior to the date a registration statement
("Registration Statement") is filed with the U.S. Securities and Exchange
Commission ("SEC") and (c) One Million Five Hundred Thousand Dollars
($1,500,000) shall be funded two (2) business days prior to the date that such
Registration Statement is declared effective by the SEC.
The Debentures mature on April 24, 2009, accrue interest at an annual rate
of ten percent (10%) and shall be convertible into shares of the Company's
common stock at the option of the holder, in whole or in part at any time and
from time to time, at a conversion price equal to (a) $0.06 or (b) eighty
percent (80%) of the lowest Volume Weighted Average Price of the Company's
common stock during the five (5) trading days immediately preceding the date of
conversion as quoted by Bloomberg, LP (each term not otherwise defined herein
shall have those meanings set forth in the Debentures).
Contemporaneously with the execution and delivery of the Securities
Purchase Agreement, the Company executed an registration rights agreement (the
"Investor Registration Rights Agreement") pursuant to which the Company agreed
to provide certain registration rights under the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder and other applicable
state securities laws, to the Investors set forth on Schedule I attached
thereto. The Parties have also executed a Security Agreement (the "Security
Agreement") pursuant to which the Company has agreed to provide to the Buyers a
security interest in Pledged Collateral (as such term is defined in the Security
Agreement) to secure the Company's obligations under the Debentures, the
Securities Purchase Agreement, the Investor Registration Rights Agreement, the
Irrevocable Transfer Agent Instructions (as such term is defined in the
Securities Purchase Agreement), the Security Agreement, or any other obligations
of the Company to the Buyer.
Warrants
In Connection with the Securities Purchase Agreement and Debentures set
forth in Item 1.01 herein above, on April 24, 2006 the Company issued to Cornell
Capital Partners, LP ("Cornell") seventeen (17) warrants to purchase up to an
aggregate 124,062,678 shares of the Company's common stock at the discretion of
Cornell (collectively, the "Warrants") each for good and valuable consideration.
Cornell is entitled to purchase from the Company: (1) 10,416,650 shares of the
Company's common stock at $0.02 per share, (b) 10,416,650 shares of the
Company's common stock at $0.03 per share, (2) 13,888,866 shares of the
Company's common stock at $0.04 per share, (3) 10,416,650 shares of the
Company's common stock at $0.05 per share, (4) 8,333,320 shares of the Company's
common stock at $0.06 per share, (5) 6,944,433 shares of the Company's common
stock at $0.07 per share, (6) 5,952,371 shares of the Company's common stock at
$0.08 per share, (7) 11,250,000 shares of the Company's common stock at $0.09
per share, (8) 10,000,000 shares of the Company's common stock at $0.10 per
share, (9) 19,000,000 shares of the Company's common stock at $0.11 per share,
(10) 8,181,818 shares of the Company's common stock at $0.12 per share, (11)
7,500,000 shares of the Company's common stock at $0.15 per share, (12)
3,333,333 shares of the Company's common stock at $0.20 per share, (13)
2,500,000 shares of the Company's common stock at $0.25 per share, (14)
2,000,000 shares of the Company's common stock at $0.30 per share, (15)
1,666,666 shares of the Company's common stock at $0.35 per share, (16)
1,428,571 shares of the Company's common stock at $0.40 per share and (17)
1,250,000 shares of the Company's common stock at $0.40 per share upon surrender
of the Warrants (or as subsequently adjusted pursuant to the terms of each
Warrant) . Each Warrant has "piggy back" registration rights and shall expire
five (5) years from the date of issuance, on or about April 24, 2011.
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Item 3.02. Unregistered Sale of Equity Securities.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description Location
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Exhibit 10.1 Securities Purchase Agreement, dated as of April 24, 2006, by and Provided herewith
between EYI Industries, Inc. and the Buyers listed therein
Exhibit 10.2 Registration Rights Agreement, dated as of April 24, 2006, by and Provided herewith
between EYI Industries, Inc. and the Buyers listed therein
Exhibit 10.3 $750,000 Secured Convertible Debenture No. CCP-1, dated as of April 24, Provided herewith
2006, issued to Cornell Capital Partners, LP
Exhibit 10.4 $333,333 Secured Convertible Debenture CW-1, dated as Provided herewith
of April 24, 2006, issued to Cornell Capital Partners, LP
Exhibit 10.5 $416,667 Secured Convertible Debenture TAIB-1, dated as Provided herewith
of April 24, 2006, issued to Cornell Capital Partners, LP
Exhibit 10.6 Security Agreement, dated as of April 24, 2006, issued Provided herewith
to Cornell Capital Partners, LP
Exhibit 10.7 Warrant No. CCP-001, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.8 Warrant No. CCP-002, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.9 Warrant No. CCP-003, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.10 Warrant No. CCP-004, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.11 Warrant No. CCP-005, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.12 Warrant No. CCP-006, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.13 Warrant No. CCP-007, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.14 Warrant No. CCP-008, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
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Exhibit Description Location
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Exhibit 10.15 Warrant No. CCP-009, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.16 Warrant No. CCP-010, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.17 Warrant No. CCP-011, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.18 Warrant No. CCP-012, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.19 Warrant No. CCP-013, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.20 Warrant No. CCP-014, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.21 Warrant No. CCP-015, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.22 Warrant No. CCP-016, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.23 Warrant No. CCP-017, dated April 24, 2006, issued by the Company to Provided herewith
Cornell Capital Partners, LP
Exhibit 10.24 Irrevocable Transfer Agent Instructions, dated April 24, 2006, by Provided herewith
and among the Company, the Buyers listed therein and Corporate Stock
Transfer, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: April 28, 2006 EYI INDUSTRIES, INC.
By: /s/ Jay Sargeant
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Name: Jay Sargeant
Title: President & Chief Executive Officer
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