- Current report filing (8-K)
July 02 2010 - 3:05PM
Edgar (US Regulatory)
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): June 28, 2010
ProUroCare
Medical Inc.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-51774
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20-1212923
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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6440 Flying Cloud Dr., Suite
101, Eden Prairie, Minnesota 55416
(Address
of Principal Executive Offices) (Zip Code)
(952)
476-9093
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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:
¨
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
Material Definitive Agreements
Crown
Bank Loan Renewal
On June
28, 2009, ProUroCare Medical Inc. (the “Company” or “we”) renewed $900,000 of
our $1,100,000 Crown Bank promissory note along with our $100,000 Crown Bank
promissory note. The $100,000 note matures on November 28, 2010 and
$900,000 promissory note matures on March 28, 2011. Both notes bear
interest at the Prime Rate plus 1.0 percent
,
but never less than 6.00
percent. No other note terms were changed. The notes
remain secured by all Company assets and are guaranteed by James L. Davis, a
director of the Company, and William S. Reiling. The description of
the loan renewals is qualified by the renewed notes which are incorporated by
reference to Exhibits 10.1 and 10.2 filed herewith.
Item
2.03 Creation of a Direct financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of the Company
See
“Crown Bank Loan Renewal” in Item 1.01 above.
Item
3.02 Unregistered Sales of Equity Securities
In
connection with the Crown Bank Loan Renewal in Item 1.01 above, pursuant to loan
guarantor compensation letter agreements dated June 28, 2010, Mr. Davis and Mr.
Reiling each agreed to provide guarantees for both Crown Bank promissory notes
under the same stock compensation formula as was provided for their previous
guarantees of the Crown Debt given March 19, 2009. Under the terms of
the letter agreement, the Company agreed to accrue for issuance 10,000 shares of
common stock per person per month for each month the $900,000 note remains
outstanding and 1,111 shares of common stock per person per month for each month
the $100,000 note remains outstanding, with a minimum compensation period
of six months. The description of the loan renewals is
qualified by Form of Loan Guarantor Letter Agreement which is incorporated by
reference to Exhibits 10.3 filed herewith.
The
issuances of the securities described above will be made in reliance upon the
exemption from registration provided under Section 4(2) of the Securities Act of
1933 base on the limited number of persons receiving the shares, their financial
sophistication and the limited manner of the offering.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
statements: None
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(b)
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Pro
forma financial
information: None
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(c)
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Shell
Company
Transactions: None
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10.1
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$900,000
Promissory Note dated June 28, 2010 issued in favor of Crown Bank (filed
herewith).
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10.2
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$100,000
Promissory Note dated June 28, 2010 issued in favor of Crown Bank
(filed herewith).
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10.3
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Form of
Loan Guarantor Compensation Letter Agreement dated June 28, 2010 (filed
herewith).
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PROUROCARE MEDICAL
INC
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July
2, 2010
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By:
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/s/ Richard C. Carlson
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Richard
C. Carlson
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Chief
Executive Officer
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ProUroCare Medical (CE) (USOTC:PUMD)
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