Unassociated Document
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): May 1, 2009
Commission
File Number: 0-29195
WAYTRONX,
INC.
(Name of
Small Business Issuer in Its Charter)
_______________________
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Colorado
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84-1463284
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(State or
jurisdiction of
incorporation or
organization)
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(I.R.S.
Employer
Identification
No.)
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20050 SW 112th
Avenue, Tualatin, Oregon
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97062
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(503)
612-2300
(Registrant’s
telephone number)
__________________________
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.1 4d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Effective
May 16, 2008, Waytronx, Inc. formed a wholly owned subsidiary into which CUI,
Inc., an Oregon corporation, conveyed all of its corporate assets. As
partial payment for this asset acquisition, Waytronx executed, in favor of the
selling company, a three year, $17,500,000 Convertible Promissory Note that
accrues 1.7% annual simple interest and 2.3% annual success fee. The Note
permits payees to convert any unpaid principal, interest and success fee to
Waytronx common stock at a per share price of $0.25 and at the end of the three
year term giving to Waytronx the singular, discretionary right to convert any
unpaid principal, interest and success fee to Waytronx common stock at a per
share price of $0.25. This Note is presently owned by IED, Inc., an Oregon
corporation.
Effective
May 1, 2009, Waytronx and IED agreed to amend the said Convertible Promissory
Note by reducing the conversion rate from $0.25 to $0.07 per share to reflect
the stock price for the ten day trailing average preceding April 24, 2009, the
date of the agreement. The agreement specifically retains the total
maximum convertible shares at 70,000,000 as stated in the original Note.
This amendment effectively reduces the Note principal from $17,500,000 to
$4,900,000 and reduces the related annual interest expense by $504,000 and the
related annual non-cash interest expense for the amortization of debt discount
by $387,667, for a total annual savings of $891,667.
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 thereunto
duly authorized.
Signed
and submitted this 1st day of
May 2009.
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Waytronx,
Inc. |
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By:
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/s/ William
J. Clough |
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William
J. Clough, CEO/President |
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