UNITED
STATES
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): January
24, 2008
(January
21, 2008)
POWER
EFFICIENCY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-31805
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22-3337365
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(State
or other jurisdiction of incorporation)
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Commission
File Number
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(IRS
Employer Identification No.)
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3960
Howard Hughes Pkwy, Suite 460, Las Vegas, NV
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89169
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702)
697-0377
N/A
(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:
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
(17CFR 240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01 Entry into a Material Definitive Agreement.
On
January 21, 2008, Power Efficiency Corporation (the “Company”) consummated its
final closing (the "Final Closing") of its private placement offering (the
"Offering") of an aggregate of 140,000 units (the “Units”), each Unit consisting
of one share of the Company’s Series B Preferred Stock, par value $.001 per
share (“Series B Preferred Stock”), and a warrant to purchase 50 shares of the
Company’s common stock (the “Warrants”) , receiving aggregate consideration of
$7,000,000, which included $5,150,000 of cash and the cancellation of $1,850,000
of debt. Many of the purchasers of Units were either officers, directors,
affiliates or pre-existing stockholders or noteholders of the Company. The
Series B Preferred Stock and Warrants issued in the Offering are convertible
or
exercisable, as applicable, into an aggregate of up to 21,000,000 shares of
the
Company’s common stock.
Each
share of Series B Preferred Stock is initially convertible into 100 shares
of
the Company’s common stock, subject to adjustment under certain circumstances.
The Series B Preferred Stock is convertible at the option of the holder at
any
time. The Series B Preferred Stock is also subject to mandatory conversion
in
the event the average closing price of the Company’s common stock for any ten
day period equals or exceeds $1.00 per share, such conversion to be effective
on
the trading day immediately following such ten day period. The Series B
Preferred Stock has an 8% dividend, payable annually in cash or stock, at the
discretion of the Company’s board of directors. Each Warrant is exercisable for
up to 50 shares of common stock at an exercise price of $0.60 per
share.
In
connection with the Offering, the Company has agreed to use its reasonable
best
efforts to file a registration statement (the “Registration Statement”) to
register the common stock issuable upon conversion of the Series B Preferred
Stock issued, as well as the common stock issuable upon exercise of the
Warrants, not later than 60 days from the termination date of the date of the
Final Closing.
Item
3.02 Unregistered Sale of Securities.
See
Item
1.01 of this Current Report on Form 8-K, which Item is incorporated herein
by
this reference, for a description of the terms of the
Offering.
The
Offering was conducted pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, pursuant to Regulation
D, Section 4(2) and Rule 506 thereunder. No placement agent or underwriter
was
used in connection with the Offering and there is no commission, finder’s fee or
other compensation due or owing to any party as a result of the transactions
described herein.
Item
9.01. Exhibits
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Description
of Document
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| 99.1 |
Press
Release of Power Efficiency Corporation, dated January 24,
2008 |
SIGNATURE
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.
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POWER
EFFICIENCY CORPORATION
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By:
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/s/ John
Lackland
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John
Lackland, CFO
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Date:
January 24, 2008
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