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): May 14, 2009 (May 14,
2009)
Plastron
Acquisition Corp. II
(Exact
name of registrant as specified in its charter)
|
Delaware
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000-52651
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14-1961545
|
|
(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer Identification
No.)
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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
3.02 Unregistered Sales of Equity Securities.
On May 14, 2009, the Company sold
61,856 shares of Common Stock to Charles Allen. The Company sold such
shares of Common Stock to Mr. Allen, for an aggregate purchase price equal to
$927.84 and pursuant to the terms and conditions contained in that certain
common stock purchase agreement by and between the Company and Mr. Allen, a copy
of which is attached hereto as Exhibit
10.2. The Company sold these shares of Common Stock to both
Mr. Allen under the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the “Securities Act”) and Regulation D
promulgated thereunder. As of the date hereof, the Company has
2,061,856 shares of Common Stock issued and outstanding.
Mr. Allen
represented in writing that he acquired the shares for his own account. A legend
was placed on the stock certificates stating that the securities have not been
registered under the Securities Act and cannot be sold or otherwise transferred
without an effective registration or an exemption therefrom, but may not be sold
pursuant to the exemptions provided by Section 4(1) of the Securities Act under
the Securities Act, in accordance with the letter from Richard K. Wulff, Chief
of the Office of Small Business Policy of the Securities and Exchange
Commission’s Division of Corporation Finance, to Ken Worm of NASD Regulation,
Inc., dated January 21, 2000.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits: The
following exhibits are filed as part of this report:
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Exhibit
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Number
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Description
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10.2
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Common
Sock Purchase Agreement by and between Plastron Acquisition Corp. II and
Charles Allen dated May 14, 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.
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Date:
May 14, 2009
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PLASTRON
ACQUISITION CORP. II
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By:
/s/ Michael
Rapp
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Michael
Rapp
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President
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