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): December 28, 2006
ARCADIA RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
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000-31249
(Commission File Number)
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88-0331369
(IRS Employer Identification No.) |
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26777 Central Park Blvd., Suite 200 Southfield, Michigan
(Address of principal executive offices)
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48076
(Zip Code) |
Registrant’s telephone number, including area code: (248) 352-7530
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 3.02. Unregistered Sales of Equity Securities
On December 28, 2006, Arcadia Resources, Inc. (the “Company”) entered into a Securities
Purchase Agreement with institutional investors for the sale and purchase of approximately
4,999,999 shares of the Company’s common stock for an aggregate price of $9,999,998. The Purchase Agreement contains customary
indemnification and other provisions. Under the Registration Rights Agreement, the Company agreed
to file, within 30 days of closing, a registration statement to register the resale of the shares.
The Company must use its best efforts to cause the registration statement to be declared effective
by April 30, 2007 and to keep the registration statement effective for the designated time period.
The Company agreed to issue in shares, as liquidated damages, one percent of the aggregate number
of shares purchased per month, up to 5 percent of the aggregate number of shares purchased, in the
event of failure to comply with the effectiveness provisions. Attached is the Company’s press
release issued on January 3, 2007 announcing the transaction.
The Company agreed to sell the securities to accredited investors in a transaction exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
The transaction did not involve a public offering, the sale of the securities was made without
general solicitation or advertising, and there was no underwriter. Each securities certificate
issued bears a legend providing, in substance, that the securities have been acquired for
investment only and may not be sold, transferred or assigned in the absence of an effective
registration statement or opinion of counsel that registration is not required under the Securities
Act of 1933.
Item 9.01. Financial Statements and Exhibits
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Exhibit 10.1
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Securities Purchase Agreement, dated December 28, 2006, between Arcadia
Resources, Inc. and each of the investors listed on Exhibit 99.1. |
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Exhibit 10.2
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Registration Rights Agreement, dated December 28, 2006, between Arcadia
Resources, Inc. and each of the investors listed on Exhibit 99.1. |
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Exhibit 99.1
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Schedule of Investors. |
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Exhibit 99.2
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Press Release dated January 3, 2007. |
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