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):  October 27, 2008

 

 

APOGEE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

129 Morgan Drive
Norwood, Massachusetts 02062
(781) 551-9450
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

 

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))

 

 

 

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 

On October 27, 2008, Apogee Technology, Inc. (“Apogee”) received $166,000 in proceeds from the sale of five promissory notes.  Herbert M. Stein, the Chairman and Chief Executive Officer of Apogee, loaned the Company $25,000 pursuant to the promissory note attached hereto; David Spiegel, a large shareholder of Apogee’s common stock, loaned the Company $35,000, David Meyers, employee of the Corporation, loaned the company $3,000 pursuant to the promissory note attached hereto; Annette Jaynes, employee of the Corporation, loaned the company $3,000 pursuant to the promissory note attached hereto; pursuant to the promissory note attached hereto, and TYJO Corporation Money Purchase Pension Plan loaned the company $100,000 pursuant to the promissory note attached hereto..  The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 180 days.

 

The promissory notes are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, and Exhibit 99.4 and are incorporated herein by reference.

 

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.

 

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

 

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

 

Associated with the promissory notes discussed above are five warrants.  Each warrant is a three (3) year warrant with a strike price of $1.  The warrants represent 2,500, 2,500, 300, 300, and 25,000 shares of common stock, for Messrs. Stein, Spiegel, Meyers, Mrs. Jaynes, and TYJO Corporation Money Purchase Pension Plan, respectively, as added consideration for the Notes.  These warrants, and the warrants previously issued to Mrs. Jaynes, Messrs. Meyers, Stein, Spiegel and TYJO Corporation Money Purchase Pension Plan pursuant to earlier promissory notes, have been documented using the form of warrant, Exhibit 99.6, attached.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit  Number		Description
99.1		Promissory Note dated as of October 27, 2008 by and between Apogee Technology, Inc. and Herbert M. Stein
99.2		Promissory Note dated as of October 27, 2008 by and between Apogee Technology, Inc. and David Spiegel
99.3		Promissory Note dated as of October 27, 2008 by and between Apogee Technology, Inc. and David Meyers
99.4		Promissory Note dated as of October 27, 2008 by and between Apogee Technology, Inc. and Annette Jaynes
99.5		Promissory Note dated as of October 27, 2008 by and between Apogee Technology, Inc. and TYJO Corporation Money Purchase Pension Plan
99.6		Form of Warrant

 

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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.

 

	APOGEE TECHNOLOGY, INC.
Dated: October 30, 2008	By:	/s/ Herbert M. Stein
		Herbert M. Stein
		President, Chief Executive Officer and Chairman of the Board

 

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