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): March 19, 2009 (March 16,
2009)
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
Michael Rapp
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 March 16, 2009, Plastron Acquisition
Corp. II (the “Company”), received a loan from Broadband Capital Management LLC
(“BCM”) in the amount of $14,500. The Company issued a promissory
note (the “Note”) to BCM, 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) March
16, 2014 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). Clifford Chapman, our director, Michael Rapp, our President
and director, and Philip Wagenheim, our Secretary and director, all serve as
management of BCM, a registered broker-dealer.
Under the Note, 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, the
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 BCM. Commencing five days after the occurrence of any
Event of Default, the interest rate on the Note shall accrue at the rate of 18%
per annum.
A copy of the Note is attached hereto
as Exhibit 4.1.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits: The
following exhibits are filed as part of this report:
Exhibit
Number
|
Description
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4.1
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Promissory
Note issued by Plastron Acquisition Corp. II to Broadband Capital
Management LLC dated March 16,
2009.
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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:
March 19, 2009
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PLASTRON
ACQUISITION CORP. II
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|
|
|
|
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By:
/s/ Michael
Rapp
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Michael
Rapp
|
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President
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