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 AND EXCHANGE ACT OF 1934
Date
of
Report (Date of Earliest Event Reported): August 9, 2006 (August 8,
2006)
NOVASTAR
RESOURCES LTD.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-28535
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91-1975651
|
|
(State
of Incorporation)
|
(Commission
File No.)
|
(IRS
Employer ID
No.)
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8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(Registrant’s
Telephone Number, Including Area Code)
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.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.
Amendment
No. 2 to Merger Agreement
On
February 21, 2006, Novastar Resources Ltd. (the “Company”) reported its entry
into an Agreement and Plan of Merger (the “Merger Agreement”), dated February
14, 2006, with Thorium Power, Inc. (“Thorium Power”) and TP Acquisition Corp., a
subsidiary of the Company (“Acquisition Sub”), relating to the acquisition by
the Company of one hundred percent (100%) of the outstanding capital stock
of
Thorium Power through a reverse merger of Acquisition Sub with and into Thorium
Power. The Merger Agreement was thereafter amended on June 12, 2006 (the “First
Merger Amendment”).
On
August
8, 2006, the Company, Thorium Power and Acquisition Sub agreed to amend the
Merger Agreement (the “Second Merger Amendment”): (1) to replace in its
entirety, Section 1.2(a) (the purchase price provision of the Merger Agreement)
with a new Section 1.2(a). The First Merger Amendment eliminated the conversion
ratio formula that had been part of the Merger Agreement prior to the Merger
Amendment and replaced it with the exact number of shares of common stock of
the
Company issuable in connection with the Merger. The First Merger Amendment
provided that Thorium
Power Common Stock, other than shares held by Novastar, would be converted
into
the right to receive 25.454 shares of the Company’s common stock, and that each
Exchangeable Security (as defined in the Merger Agreement) that has an exercise
price of $5.00 or $1.00 will be converted into the right to receive 22.750
and
11.936 shares of the Company’s common stock, respectively.
The
Second Merger Amendment revises the conversion ratios included in the First
Merger Amendment, providing that Thorium Power Common Stock, other than shares
held by Novastar, will now be converted into the right to receive 25.628 shares
of the Company’s common stock, and that each Exchangeable Security (as defined
in the Merger Agreement) that has an exercise price of $5.00 or $1.00 will
now
be converted into the right to receive 22.965 and 12.315 shares of the Company’s
common stock, respectively.
The
parties adjusted the ratios as the result of the exercise, on a cashless basis,
of certain options and/or warrants held by Thorium Power security holders since
the date of the First Merger Amendment.
This
description of the terms of the Second Merger Amendment is qualified by
reference to the provisions of that agreement, attached to this report as
Exhibit 10.1.
ITEM
9.01 EXHIBITS.
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Exhibit
No.
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Description
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10.1
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Amendment
No. 2 to Agreement and Plan of Merger, dated August 8, 2006, between
Novastar Resources, Ltd., TP Acquisition Corp. and Thorium Power,
Inc.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Novastar
Resources Ltd.
Date:
August 9, 2006
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/s/
Seth Grae
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
|
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10.1
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Amendment
No. 2 to Agreement and Plan of Merger, dated August 8, 2006, between
Novastar Resources, Ltd., TP Acquisition Corp. and Thorium Power,
Inc.
|