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): December 3, 2004
Sono-Tek Corporation
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(Exact name of registrant as specified in its charter)
Commission File Number: 0-16035
New York 14-1568099
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(State of Incorporation) (I.R.S. Employer ID No.)
2012 Route 9W, Milton, New York 12547
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (845) 795-2020
Check appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
[_] Written communications pursuant to Rule 425 under 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 2.02: Unregistered Sale of Equity Securities.
On December 3, 2004 the Company completed a private offering of 76,750 of its
units. Each unit consisted of four shares of common stock and a warrant to
purchase one additional share of common stock at an exercise price of $1.75
until December 3, 2006. The sales price per unit was $7.00 and the proceeds
after expenses were approximately $530,000 of which $15,000 was a promissory
note. The units were offered and sold to "accredited investors" as defined in
Regulation D promulgated under the Securities Act of 1933, as amended, in
reliance on the exemption from the registration requirements under Section 4(2)
of the Securities Act of 1933 and/or Rule 506 of Regulation D.
Item 7.01: Regulation FD Disclosure.
The Company issued a press release today regarding the additional equity
investment noted above. This it attached as exhibit 99.1.
Exhibits:
99.1 Press release dated December 9, 2004.
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.
SONO-TEK CORPORATION
By: /s/ Christopher L. Coccio
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Christopher L. Coccio
Chief Executive Officer
December 9, 2004