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 15, 2009
BEACON ENTERPRISE SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in Charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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000-31355
(Commission File No.)
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81-0438093
(IRS Employee
Identification
No.) |
124 N. First Street
Louisville, Kentucky 40202
(Address of Principal Executive Offices)
502-379-4788
(Issuer Telephone number)
SUNCREST GLOBAL ENERGY CORP.
(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 (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))
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| Item 3.02 |
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Unregistered Sales of Equity Securities. |
As described in the Current Report on Form 8-K filed on September 28, 2009, which is
incorporated by reference herein, Beacon Enterprise Solutions Group, Inc. (“the Company”)
has engaged a registered broker-dealer (the “Placement Agent”) in a private placement of up
to 3,750,000 units (the “Common Units”), for an aggregate purchase price of $3,000,000,
with each Common Unit comprised of (i) one share of Restricted Common Stock, and (ii) a five year
warrant to purchase one-half share of Common Stock (each, an “Investor Warrant”) at a
purchase price of $1.00 per share (collectively the “Common Offering”). In the event that
the Common Offering is oversubscribed, the Company may sell and issue up to an additional 1,250,000
Common Units.
As of December 15, 2009, the Company has sold and issued an aggregate of 4,090,000 Common
Units for an aggregate purchase price of $3,272,000. The Company has used the proceeds of the
Common Offering to provide working capital. The Placement Agents have earned cash commissions of
$327,200 in connection with these placements and warrants to purchase 613,500 shares of Common
Stock at $1.00 per share.
The Company has recently announced a series of new contracts and engagements that are
contributing significantly to the Company’s revenue and cash flow in the current quarter. As a
result, the Company no longer anticipates a need to raise additional equity capital in the short
term.
The Investor Warrants each have a five year exercise period and an exercise price of $1.00 per
share of Common Stock, payable in cash on the exercise date or cashless conversion if a
registration statement or current prospectus covering the resale of the shares underlying the
Investor Warrants is not effective or available at any time more than six months after the date of
issuance of the Investor Warrants. The exercise price is subject to adjustment upon certain
occurrences specified in the Investor Warrants.
The Company is relying on an exemption from registration provided under Section 4(2) of the
Securities Act for the issuance of the Investor Warrants and shares of its Common Stock, which
exemption the Company believes is available because the securities were not offered pursuant to a
general solicitation and the status of the purchasers of the shares as “accredited investors” as
defined in Regulation D under the Securities Act. This report is neither an offer to purchase, nor
a solicitation of an offer to sell, securities. The securities offered have not been registered
under the Securities Act and may not be offered in the United States absent registration or an
applicable exemption from registration requirements.
THE INFORMATION CONTAINED IN THIS REPORT IS NEITHER AN OFFER TO PURCHASE, NOR A SOLICITATION
OF AN OFFER TO SELL, SECURITIES. THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT AND MAY NOT BE OFFERED IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE
EXEMPTION FROM REGISTRATION REQUIREMENTS.