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 31, 2005
GLOBETEL COMMUNICATIONS CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-23532 88-0292161
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
9050 Pines Blvd., Suite 110, Pembroke Pines, FL 33024
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 954-241-0590
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):
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 31, 2005, the company entered into a subscription agreement with
STEELHEAD Investments LTD, Nite Capital LP, and SRG Capital LLC whereby these
investors are purchasing a total $4,500,000 in 5% convertible notes, with 3 year
Class A Warrants to purchase up to an additional $6,818,181 in common stock of
the Registrant.
Under the funding arrangement, the promissory notes are convertible into common
stock of the Company at $1.65 per share. Prior to any notice of conversion the
Company has the right to redeem the note at a premium for cash, subject to a
5-day right to convert by the investor. The notes amortize at 12.5% per quarter
payable each quarter in cash or common shares.
The Investors will receive one Class A Warrant to purchase one share of common
stock for each that the notes would be convertible into had they been converted
on the closing date (August 31, 2005) (a total of 2,727,273 shares). The per
share exercise price of the Warrants is $2.50.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601 of Regulation S-B.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Globetel Communications Corp.
Dated: August 31, 2005 By: /s/ Timothy M. Huff
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Timothy M. Huff, Chief Executive Officer
EXHIBIT INDEX
Number Description
4.1 Subscription Agreement with STEELHEAD Investments LTD
4.2 Convertible Note STEELHEAD Investments LTD
4.3 Class A Warrant STEELHEAD Investments LTD
4.4 Subscription Agreement with Nite Capital LP
4.5 Convertible Note Nite Capital LP
4.6 Class A Warrant Nite Capital LP
4.7 Subscription Agreement with SRG Capital LLC
4.8 Convertible Note SRG Capital LLC
4.9 Class A Warrant SRG Capital LLC