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): November 25, 2008
Phantom
Fiber Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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001-15627
(Commission
File
Number)
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042451506
(I.R.S.
Employer
Identification
Number)
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144
Front
Street, Suite 580, Toronto, Ontario, Canada M5J 2L7
(Address
of principal executive offices) (zip code)
(416)
703-4007
(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):
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 2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet
Arrangement.
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On
November 21, 2008, Phantom Fiber Corporation and its subsidiaries (collectively
the “Company”) received a notice of default (the “VP
Notice”)
from
Victory Park Credit Opportunities Master Fund, Ltd. (“Victory
Park”)
with
respect to a Forbearance Agreement (the “Agreement”)
dated
May 31, 2008 entered into by the Company and Victory Park. The
VP
Notice sets forth certain alleged events of default by
the
Company under the Agreement, including, without limitation, the failure by
the
Company to make certain
installment payments of cash due under the terms of the Agreement.
The
Company has been unable to generate
sufficient additional cash from operations or through debt or equity financing
to satisfy its cash obligations and has also been unable to amend the terms
of
the Agreement with Victory Park; as such, management believes the Company could
no longer continue as a going concern. Excluding Jeffrey T. Halloran, Chief
Executive Officer, President, Principal Financial Officer, Principal Accounting
Officer and Chairman of the Board of Directors of the Company, the Company
terminated employment arrangements with all its employees on November 21,
2008.
A
copy of
the VP Notice is attached to this Current Report on Form 8-K as Exhibits 10.1
and is incorporated by reference as though fully set forth herein. The foregoing
summary description of the VP Notice is not intended to be complete and is
qualified in its entirety by the complete text of the VP Notice. The VP Notice
is filed in this Form 8-K to provide information regarding its alleged
events of default by
the
Company under the Agreement and is not intended to provide any other factual
information about the Company.
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Item 5.02
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Departure
of Directors or Principal
Officers
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On
November 21, 2008, Mr. Dennis Logan informed the Company of his resignation
from
the Company’s Board of Directors, effective immediately. Mr. Logan served as
Chairman of the Audit Committee of the Company’s Board of Directors.
On
November 21, 2008, Mr. Stephen Gesner informed the Company of his resignation
from the Company’s Board of Directors, effective immediately. Mr. Gesner served
on the Audit Committee of the Company’s Board of Directors.
On
November 21, 2008, Mr. Shimon Constante informed the Company of his resignation
from the Company’s Board of Directors, effective immediately. Mr. Constante
served on the Compensation Committee of the Company’s Board of Directors.
On
November 23, 2008, Mr. Konstantine (Gus) Lucas informed the Company of his
resignation from the Company’s Board of Directors, effective immediately. Mr.
Lucas served as Chairman of the Compensation Committee of the Company’s Board of
Directors.
On
November 21, 2008, the Company terminated employment arrangements with Mr.
Herbert C. Sears, Chief Technology Officer of the Company.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
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Number
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Description
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Exhibit 10.1
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Notice
of Default, dated November 21, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Phantom
Fiber Corporation
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Dated:
November 25, 2008
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By:
/s/
Jeff Halloran
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Name:
Jeffrey Halloran
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Title:
President, Chief Executive Officer, and
Director
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