ENERGY & TECHNOLOGY CORP. Files SEC form 8-K, Unregistered Sale of Equity Securities

31-Mar-2010

Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities.

On February 7, 2010, the Registrant entered into an agreement to issue a total of 3,580,000 shares of common stock of the Registrant. The shares were issued to AM Financial (successor to SSI) as payment of Invoice No. TECHIND1001 in the total amount of $9,604,077.25, of which a balance of 3,935,218.25 is due for equipment provided to the Company.

The shares were issued in reliance of Section 4(2) of the Securities Act of 1933, as amended. Such reliance was based upon the fact that (i) the issuance of the shares did not involve a public offering, (ii) there were no more than 35 investors (excluding "accredited investors"), (iii) each investor who was not an accredited investor either alone or with his purchaser representative(s) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, or the issuer reasonably believes immediately prior to making any sale that such purchaser comes within this description, (iv) the securities are subject to Rule 144 limitation on resale and (v) each of the parties is a sophisticated purchaser and had full access to the information on the Registrant necessary to make an informed investment decision by virtue of the due diligence conducted by the purchaser or available to the purchaser prior to the transaction.