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): November 26, 2004
Commission File No.: 000-32379
AMERICAN AMMUNITION, INC.
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(Exact name of registrant as specified in its charter)
California 91-2021594
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3545 NW 71st Street
Miami, FL 33147
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (305) 835-7400
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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 a Material Definitive Agreement.
Private Placement
On November 26, 2004, American Ammunition, Inc. (the "Company") completed a
private placement with J.A. Fernandez, Sr. ("Purchaser"), the Company's Chairman
of the Board. Under the terms of the financing, the Company issued 1,905,882
shares of Series C Convertible Preferred Stock. The preferred stock is
convertible into up to 1,800,000 shares of common stock.
The aggregate purchase price of the preferred stock issued in the financing
is $324,000, of which $74,000 was paid by the Purchaser on August 20, 2004 and
an additional $250,000 was paid by the Purchaser on November 26, 2004.
Item 3.02. Unregistered Sales of Equity Securities.
The private placement with the Purchaser was conducted without registration
under the Securities Act of 1933, as amended, in reliance upon the exemptions
provided by Securities Act Rule 506, and Section 4(2) of such Act. See Item 1.01
above for further information regarding the terms of the private placement.
Purchaser may convert his Series C Preferred shares into common stock at
the conversion rate in effect at the time of conversion. The conversion price
per share for the Series C Convertible Preferred Stock issued to Purchaser is
equal to $0.18 per share. The conversion price is subject to adjustment in the
case of any stock split, combination, capital reorganization, reclassification,
consolidation or merger, and certain dividends. Subject to certain exceptions,
the conversion price is also subject to weighted average anti-dilution
adjustment in the case of an issuance of shares of common stock or securities
exercisable for or convertible into common stock, at a per share price, exercise
price or conversion price less than the conversion price then in effect.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
In connection with the transaction described in Items 1.01 and 3.02 above,
on November 26, 2004 the Company committed to file a Certificate of
Determination of Series C Convertible Preferred Stock with the Secretary of
State of the State of California, establishing the rights, preferences,
privileges and restrictions of the Company's Series C Convertible Preferred
Stock. The Certificate of Determination of Series C Convertible Preferred Stock
in substantially the form submitted for filing is attached hereto as Exhibit
3.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Description
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3.1 * Certificate of Determination of Series C Convertible Preferred Stock
10.1 Subscription Agreement
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* Filed Herewith
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.
Dated: November 29, 2004
AMERICAN AMMUNITION, INC.
By: /s/ Andres F. Fernandez
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Andres F. Fernandez
President and Chief Executive Officer