SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report: January 28, 2010
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
1300 East Street, Fairport Harbor, OH 44077
(Address of principal executive offices including zip code)
(Registrants telephone number, including area code)
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 3.02.||Unregistered Sales of Equity Securities.|
On January 28, 2010, OurPets Company (the Company) sold an aggregate of 117,044 shares of its series 2009 preferred stock (the Shares), in a private placement to a total of 13 accredited investors. All Shares in the private placement were sold at a price of $7.00 a share for a total of $819,308. The Shares sold were not registered under the Securities Act of 1933, as amended (the Act), in reliance on the private offering exemption from registration provided by Section 4(2) of the Act and Rule 506 of Regulation D of the rules promulgated under the Act. The Company did not utilize an underwriter or placement agent in connection with the private placement.
The series 2009 preferred stock was established by an amendment to the Companys articles of incorporation, as amended, which amendment is described in the Companys current report filed with the Securities and Exchange Commission on January 27, 2010. Each Share is currently convertible into ten shares of the Companys common stock, subject to adjustments as described in the amendment.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press Release dated January 28, 2010|
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.
|Date: February 2, 2010||OurPets Company|
/s/ Scott R. Mendes
Scott R. Mendes, Chief Financial
Officer and Treasurer
|99.1||Press Release dated January 28, 2010|
FOR IMMEDIATE RELEASE
OurPets Completes Preferred Stock Private Placement Offering
FAIRPORT HARBOR, Ohio January 28, 2010OurPets Company (OTC BB: OPCO) (www.ourpets.com), a leading proprietary pet supply company today announced the closing of an $819,000 private placement of non-voting preferred stock. The company issued approximately 117,000 shares of Preferred Stock at $7.00 per share that will pay a 6% annual cash dividend. Each share of Preferred Stock is convertible at any time into 10 shares of Common Stock.
Dr. Steve Tsengas, Chairman and CEO, commented, We are pleased to have successfully completed the private placement and are extremely excited that investors have shown confidence in our business plan as well as the execution of our long-term growth strategy. These proceeds will be used to fund product development, product launch and general working capital. The previously announced bank financing and this Preferred Stock private placement further strengthen our balance sheet and also increase our financial flexibility to achieve future growth.
Dr. Tsengas added, As previously communicated, OurPets has undertaken a very aggressive product development program and plans to introduce over 100 new products (SKUs) at the Global Pet Exposition in March 2010. In addition, a new brand of patent pending, trend setting, and higher price range products is in the final stages of development and is expected to be launched in the second half of 2010.
The Company plans to announce its fourth quarter and full-year 2009 results next month.
About OurPets Company
OurPets designs, produces and markets a broad line of innovative, high-quality accessory and consumable pet products in the U.S. and overseas. Investors and customers may visit www.ourpets.com for more information about the Company and its products. The Companys Websites include: www.smartscoop.com , www.ecopurenaturals.com , www.playnsqueak.com , and www.flappydogtoys.com .
Certain of the matters set forth in this press release are forward-looking and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: business conditions and growth in the industry; general economic conditions; addition or loss of significant customers; the loss of key personnel; product development; competition; risks of doing business abroad; foreign government regulations; fluctuations in foreign rates; rising costs for raw materials and the unavailability of sources of supply; the timing of orders booked; and the other risks that are described from time to time in OurPets SEC reports.
|OurPets Company||Robert A. Lentz and Associates, Inc.|
|Dr. Steven Tsengas, CEO||Robert Lentz|
|(440) 354-6500 (Ext. 111)||(614) 876-2000|