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) September 17,
2008
SKYE
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-27549
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88-0362112
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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7701 E. Gray Rd., Suite 4 Scottsdale AZ 85260
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (480) 993-2300
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))
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On
September 17, 2008, the Registrant entered into a direct financial obligation
with the Steven G. Mihaylo Trust, as restated, dated December 13,
2001 the (“Mihaylo Trust”) whereby the Registrant, by way of the
execution of a convertible debenture in favor of the Mihaylo Trust, has received
a working capital facility of up to $1,500,000 (the “Debenture”).
The
working capital facility will be used by the Registrant for general working
capital purposes including, specifically, funds to enable the Registrant to
commence the commercial production and sale of its patented FORTIS™ line of electric
tankless water heaters, as well as the certification and commercialization of a
suite of products utilizing its patented Paradigm™
technology.
The
Debenture provides that the Registrant may draw up to $1,500,000 during the term
of the Debenture that expires on September 16, 2013 (the “Maturity
Date”). The Registrant has agreed to pay interest on any outstanding
principal amount under the Debenture at the rate of 10% per annum, compounded
annually from the date of each draw, and payable on the Maturity
Date.
The
Registrant has reserved the right to prepay the Debenture without penalty upon
the giving of Notice. The Mihaylo Trust has received the right to
convert, at any time, all or any portion of the Debenture into shares of common
stock of the Registrant at the conversion rate of $0.25 per share (subject to
adjustment in the event of certain corporate restructuring events as described
in the terms of the Debenture). All such shares of common stock to be
issued pursuant to such conversion shall be restricted securities and thus will
not be registered under the Securities Act of 1933.
The
entire unpaid and unredeemed balance of the Debenture and all interest accrued
and unpaid shall, at the election of the Mihaylo Trust, be and become
immediately due and payable upon the occurrence of certain events of
default including: (a) the non-payment by the Registrant when due of principal
and interest or of any other payment as provided in the Debenture; (b) if the
Registrant, excluding any subsidiary or affiliate thereof (i) applies for or
consents to the appointment of, or if there shall be a taking of possession by,
a receiver, custodian, trustee or liquidator for the Registrant or any of its
property; (ii) becomes generally unable to pay its debts as they become due;
(iii) makes a general assignment for the benefit of creditors or becomes
insolvent; (iv) files or is served with any petition for relief under the Bankruptcy Code or any
similar federal or state statute; or (v) defaults with respect to any evidence
of indebtedness or liability for borrowed money, or any such indebtedness shall
not be paid as and when due and payable, and (c) any failure by the Registrant
to issue and deliver shares of common stock as provided in the
Debenture.
As of the
date of this Report the Registrant has drawn $400,000 under the Debenture
facility.
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Item
9.01
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Financial
Statements and Exhibits.
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a)
Exhibits
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Exhibit
#
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Description
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b)
Financial Statements
None
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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SKYE
INTERNATIONAL, INC
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|||
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Date: September
19, 2008
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By:
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/s/ Thaddeus (Ted) F.
Marek
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| Name: Thaddeus (Ted) F. Marek | |||
| Title: Secretary | |||
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