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
FORCE PROTECTION, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-22273 84-1383888
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
9801 Highway 78, Bldg. #2
Ladson, SC 29456
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (843) 740-7015
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 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On December 3, 2004, we entered into a Promissory Note with Dutchess Private
Equities Fund, II, LP. Pursuant to the terms of the Note, Dutchess loaned us
$500,000 and we promised to satisfy the loan with return payments totaling
$545,000 before May 3, 2005. We agreed to make payments in satisfaction of the
Promissory Note from 50% of each put from an Equity Line of Credit Agreement we
entered into with Dutchess Private Equities Fund on January 27, 2004, or from
readily available funds. We also agreed not to enter into any additional
financing arrangements without prior consent from Dutchess.
The foregoing description of the terms and conditions of the Promissory Note are
qualified in their entirety by, and made subject to, the more complete
information set forth in the Promissory Note attached to this Report as
Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
10.1 Promissory Note between the Registrant and Dutchess Private Equities
Fund, II, LP, dated December 3, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FORCE PROTECTION, INC.
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Registrant
Date: December 8, 2004 By: /s/ Gale Aguilar
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Gale Aguilar
Chief Executive Officer