UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2007
PROFILE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-29196 91-1418002
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
2 Park Avenue, Suite 201
Manhasset, NY 11030
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(Address of principal executive offices) (Zip Code)
516-365-1909
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(Registrant's 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 (see General Instruction A.2. below):
|_| 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))
Section 1- Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
In June 2007, Profile Technologies, Inc. (the "Company") commenced a
private offering of up to 1,300,000 shares of its common stock, par value $0.001
per share, at an offering price of $0.90 per share, exclusively to "accredited
investors," as that term is defined under Rule 501 of Regulation D (the "2007
Offering"). The 2007 Offering is exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder.
On August 24, 2007, the Company conducted an initial closing of the 2007
Offering on the sale to four investors of an aggregate of 436,111 shares of
common stock, for a total price of $392,500. As of August 29, 2007, the Company
had closed on sales to a total of eight investors in the 2007 Offering for an
aggregate amount of $562,800, or 625,333 shares of common stock. The sales were
made pursuant to Subscription Agreements, the form of which Subscription
Agreement is attached hereto as Exhibit 10.1, and is hereby incorporated by
reference; such form will be used in connection with additional sales in the
2007 Offering.
R.F. Lafferty & Co., Inc. is acting as a broker-dealer in connection with
the 2007 Offering and is entitled to receive a commission equal to ten percent
of sales that result from its broker-dealer services.
Section 3- Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 of this
Current Report on Form 8-K, which disclosure is hereby incorporated by
reference.
Section 9- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit
10.1 Form of Subscription Agreement by and between Profile
Technologies, Inc. and investors in the 2007 Offering.
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.
Profile Technologies, Inc.
By: /s/ Henry E. Gemino
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Name: Henry E. Gemino
Title: Chief Executive Officer
& Chief Financial Officer
August 30, 2007
EXHIBIT INDEX
Exhibit No. Exhibit
10.1 Form of Subscription Agreement by and between Profile
Technologies, Inc. and investors in the 2007 Offering.