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
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Date
of report (Date of earliest event reported)
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February 1,
2010
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(Exact
Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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001-14015
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77-0262908
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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3590
East Columbia Street, Tucson, Arizona
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85714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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))
On
February 1, 2010, Applied Energetics, Inc. (the “Registrant”) received notice
that NewOak Capital Markets LLC (“NewOak”), formerly known as J. Giordano
Securities LLC, the placement agent for the Registrant’s October 2005 private
placement of preferred stock, had commenced an
arbitration proceeding against the Registrant with Financial Industry Regulatory
Authority (“FINRA”). NewOak alleges that the Registrant made material
misrepresentations between May 2005 and May 10, 2006 concerning the status of
its products.
The
Registrant previously settled class action and derivative lawsuits relating to
the alleged misrepresentations. NewOak, however, opted out of the
class action and alleges that the alleged misrepresentations constituted
breaches of its agreement with the
Registrant and that the Registrant breached warranties it made to NewOak in
connection with the 2005 private placement. NewOak seeks
indemnification and recovery for alleged breach of contract, unjust enrichment,
quantum meruit, fraudulent misrepresentation, tortuous interference with
prospective economic relations and violation of Section 10(b) of the Exchange
Act and Rule 10b-5 promulgated thereunder,
and seeks an award of monetary damages in excess of $10 million, plus punitive damages and attorney’s
fees and costs.
The
Registrant intends to defend itself vigorously in any arbitration or legal proceedings and believes
it has substantial defenses to the claims.
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 thereunto duly
authorized.
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APPLIED
ENERGETICS, INC.
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(Registrant)
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By:
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/s/ Humberto Astorga
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Humberto
Astorga
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Principal
Financial Officer
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Date: February
5, 2010