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):   July 15, 2008

 

 

APOGEE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

129 Morgan Drive
Norwood, Massachusetts 02062
(781) 551-9450
(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

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):

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   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 July 15, 2008, Apogee Technology, Inc. (“Apogee”) received $80,000 in proceeds from the sale of two promissory notes.  Herbert M. Stein, the Chairman and Chief Executive Officer of Apogee, loaned the Company $30,000, pursuant to the promissory note attached hereto and David Spiegel, a large shareholder of Apogee’s common stock, loaned the Company $50,000, pursuant to the promissory note attached hereto.  The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 180 days.

 

The promissory notes are attached hereto as Exhibit 99.1 and Exhibit 99.2, and are incorporated herein by reference.

 

ITEM 2.03   CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
  UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.

 

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

 

ITEM 3.02   UNREGISTERED SALES OF EQUITY SECURITIES

 

Associated with the promissory notes discussed above are two warrants.  Each warrant is a three (3) year warrant with a strike price of $1 per share.  The warrants represent 3,000 and 5,000 shares of common stock, for Messrs. Stein and Spiegel, respectively, as added consideration for the Notes.  These warrants, and the warrants previously issued to Messrs. Stein and Spiegel pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.3, attached.  The issuance of the securities described in this report is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by the issuer not involving a public offering of securities.

 

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit Number		Description
99.1		Promissory Note dated as of July 15, 2008 by and between Apogee Technology, Inc. and Herbert M. Stein
99.2		Promissory Note dated as of July 15, 2008 by and between Apogee Technology, Inc. and David Spiegel
99.3		Form of Warrant

 

 

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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.

 

 

	APOGEE TECHNOLOGY, INC.
Dated: July 16, 2008	By:	/s/ Herbert M. Stein
		Herbert M. Stein
		President, Chief Executive Officer and
		Chairman of the Board

 

 

 

 

 

 

 

 

 

 

 

 

 

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