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
New York, NY 10019

(Address of principal executive offices and Zip Code)

(212) 277-5301

(Registrant’s telephone number, including area code)

None.

(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.

 
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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


 
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