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 11, 2007

 

 

APOGEE TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

129 Morgan Drive
Norwood, Massachusetts 02062
(781) 551-9450
(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

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):

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   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 11, 2007, Apogee Technology, Inc. ( “Apogee”) received $400,000 in proceeds from the sale of two promissory notes.  Herbert M. Stein, the Chairman and Chief Executive Officer of Apogee, and David Spiegel, a greater than 5% beneficial owner of Apogee, loaned the Company $250,000 and $150,000, respectively, pursuant to the promissory notes attached hereto.  The promissory notes bear simple interest of 8% per year and are to be repaid in cash after 90 days.

 

The promissory notes are attached hereto as exhibit 10.1 and exhibit 10.2, and are incorporated herein by reference.

 

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT.

 

The information required by this Item 2.03 is set forth in Item 1.01 above, which is incorporated herein by reference.

 

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits

 

Exhibit
Number		Description
10.1		Promissory Note dated as of December 11, 2007 by and between Apogee Technology, Inc. and Herbert M. Stein
10.2		Promissory Note dated as of December 11, 2007 by and between Apogee Technology, Inc. and David Spiegel

 

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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.

 

	APOGEE TECHNOLOGY, INC.
Dated: December 14, 2007	By:	/s/ Herbert M. Stein
		Herbert M. Stein
		President, Chief Executive Officer and Chairman of the Board

 

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EXHIBIT INDEX

 

Exhibit
Number		Description
10.1		Promissory Note dated as of December 11, 2007 by and between Apogee Technology, Inc. and Herbert M. Stein
10.2		Promissory Note dated as of December 11, 2007 by and between Apogee Technology, Inc. and David Spiegel

 

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