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): April 15, 2008
Plastron
Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
Delaware
|
000-52651
|
14-1961545
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
c/o
Clifford W. Chapman, Jr.
712
Fifth Avenue
(Address
of principal executive offices and Zip Code)
(Registrant’s
telephone number, including area code)
(Former
name or former address 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:
[
]
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
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
April
15, 2008, Michael Rapp, the President and a director of Plastron Acquisition
Corp. II (the “Company”), Philip Wagenheim, the Secretary and a director of the
Company, and Clifford Chapman, a director of the Company, loaned the Company
$5,000, $3,000 and $2,000, respectively. The Company issued promissory notes
(each a “Note” and together, the “Notes”) to Messrs Rapp, Wagenheim and Chapman,
pursuant to which the principal amounts thereunder shall accrue interest at
an
annual rate of 8.25%, and such principal and all accrued interest shall be
due
and payable on or before the earlier of (i) the
fifth
anniversary of the date of the Note or (ii) the date the Company
consummates a business combination with a private company in a reverse merger
or
reverse takeover transaction or other transaction after which the company would
cease to be a shell company (as defined in Rule 12b-2 under the Securities
Exchange Act of 1934, as amended) (the “Maturity Date”).
Under
the
Notes, it shall be deemed an “Event of Default” if the Company shall: (i) fail
to pay the entire principal amount of the Note when due and payable, (ii) admit
in writing its inability to pay any of its monetary obligations under the Note,
(iii) make a general assignment of its assets for the benefit of creditors,
or
(iv) allow any proceeding to be instituted by or against it seeking relief
from
or by creditors, including, without limitation, any bankruptcy proceedings.
In
the event that an Event of Default has occurred, Messrs
Rapp, Wagenheim and Chapman
or any
other holder of the Note may, by notice to the Company, declare the entire
Note
to be immediately due and payable. In the event that an Event of Default
consisting of a voluntary or involuntary bankruptcy filing has occurred, then
the entire Note shall automatically become due and payable without any notice
or
other action by Messrs
Rapp, Wagenheim and Chapman.
Commencing five days after the occurrence of any Event of Default, the interest
rate on the Notes shall accrue at the rate of 18% per annum.
Copies
of
the Notes are attached hereto as Exhibits 4.1, 4.2 and 4.3.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are filed as part of this report:
Exhibit
|
|
Number
|
Description
|
|
|
4.1
|
Promissory
Note issued by Plastron Acquisition Corp. II to Michael Rapp dated
April
15, 2008.
|
|
|
4.2
|
Promissory
Note issued by Plastron Acquisition Corp. II to Philip Wagenheim
dated
April 15, 2008.
|
|
|
4.3
|
Promissory
Note issued by Plastron Acquisition Corp. II to Clifford Chapman
dated
April 15, 2008.
|
SIGNATURES
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.
Date:
April 15, 2008
|
PLASTRON
ACQUISITION CORP. II
|
|
|
|
|
|
By:
/s/ Michael Rapp
|
|
Michael
Rapp
|
|
President
|