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 (Date of earliest event reported): DECEMBER 20, 2005
PROLONG INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
001-14123 74-2234246
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(Commission File Number) (IRS Employer Identification No.)
6 THOMAS, IRVINE, CALIFORNIA 92618
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(Address of Principal Executive Offices) (Zip Code)
(949) 587-2700
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed 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 (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 20, 2005, Prolong International Corporation (the "Company")
and its wholly-owned subsidiary Prolong Super Lubricants, Inc. entered into an
Agreement for Turn Over of Collateral with St. Cloud Capital Partners, LP, a
Delaware limited partnership; Aspen Ventures LLC, a New York limited liability
company; Bedford Oak Offshore, Ltd., a Cayman Islands company; and Bedford Oak
Capital, L.P., a Delaware limited partnership (collectively, the "Secured
Creditors"). The Agreement for Turn Over of Collateral is attached as Exhibit
10.1 to this Form 8-K and is incorporated herein by reference.
As previously reported on Form 8-K filed on October 13, 2005, on
October 10, 2005 the Company received a Notice of Default in connection with the
Company's failure to make payments of principal and interest under four secured
promissory notes (the "Notes") made by the Company in favor of the Secured
Creditors pursuant to that certain Securities Purchase Agreement by and between
the Company, its wholly-owned subsidiary Prolong Super Lubricants, Inc., Prolong
International Ltd., Prolong International Holdings Ltd. and the Secured
Creditors dated as of November 24, 2003. The Company's obligations under the
Notes are secured by the collateral described in that certain Pledge and
Security Agreement dated as of November 24, 2003, consisting of substantially
all of the assets of the Company (the "Collateral").
In the Agreement for Turn Over of Collateral, the Company agrees to
cooperate with the Collateral Agent (as defined in the Pledge and Security
Agreement) in the voluntary turn over of the Collateral so the Collateral Agent
can proceed with an enforcement of its rights to sell or otherwise dispose of
all or some of such Collateral to satisfy the Company's obligations under the
Notes.
The Collateral consists of substantially all of the remaining assets of
the Company, and as a result following the transfer of the Collateral in
accordance with the Agreement for Turn Over of Collateral and the underlying
loan documents, the Company will have no remaining material assets. The Company
has terminated its operations. The Company has no employees, no products being
manufactured or delivered, and, as of December 20, 2005, no assets that are not
subject to the Agreement for Turnover or other security agreements.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The disclosures set forth in Item 1.01 above are incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
Exh. No. Description
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10.1 Agreement to Turn Over Collateral
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.
Dated: December 22, 2005 PROLONG INTERNATIONAL CORPORATION
By: /s/ Elton Alderman
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Elton Alderman
President and chief Executive Officer
EXHIBITS FILED WITH THIS REPORT ON FORM 8-K
Number Description
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10.1 Agreement to Turn Over Collateral