UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: August 15, 2008
(Date of earliest event reported)
PROFILE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware Commission File No. 91-1418002
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(State of Incorporation) 000-29196 (I.R.S. Employer
Identification No.)
2 Park Avenue, Suite 201
Manhasset, NY 11030
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(516) 365-1909
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 3.02 Unregistered Sales of Equity Securities.
On August 15, 2008, we closed a private offering of our Common Stock (the
"Shares"). In the offering, we received gross proceeds of $2,295,403.80 from the
sale of 2,550,440 Shares (adjusting for fractional shares, with an offering
price of $0.90 per share). The Shares were sold to a total of 73 investors, all
of whom were "accredited investors," as that term is defined under Rule 501 of
Regulation D. We relied upon the exemption from registration afforded by Rule
506 of Regulation D, promulgated under the Securities Act of 1933, as amended,
to issue the Shares. We intend to utilize the proceeds derived from this
offering for the purpose of settling outstanding debt and for general operating
expenses. We previously reported the sale of Shares under this offering on Forms
10-QSB filed on May 15, 2008, February 12, 2008 and November 9, 2007, on Form
10-KSB filed on September 27, 2007 and a Form 8-K filed on August 30, 2007.
R.F. Lafferty & Co., Inc. and Chapin, Davis acted as broker-dealers in
connection with the offering and were entitled to receive a commission equal to
ten percent of sales that resulted from their broker-dealer services.
SIGNATURE
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.
PROFILE TECHNOLOGIES, INC.
Date: August 21, 2008 By: /s/ Henry E. Gemino
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Name: Henry E. Gemino
Title: Chief Executive Officer and
Chief Financial Officer