ENGLOBAL CORP 

Form 8-K 
    
    
                           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
    
          Date of Report (Date of earliest event reported) September 30, 2005
     
    
                                  ENGLOBAL CORPORATION
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                 (Exact name of registrant as specified in its chapter)
    
    
               Nevada                   001-14217                  88-0322261
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    (State or other jurisdiction       (Commission               (IRS Employer
          of incorporation)            File Number)            Identification No.)
    
    654 N. Sam Houston Parkway E., Suite 400, Houston, Texas       77060-5914
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            (Address of principal executive offices)               (Zip Code)
    
    
            Registrant's telephone number, including area code 281-878-1000
    
    
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              (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))
    
    
    
    Item 1.01 Entry into a Material Definitive Agreement.
    
    On September 29, 2005, ENGlobal Corporation (the "Company") entered into and
    closed on a definitive agreement (the "Purchase Agreement") to sell 2,000,000
    shares of its $.001 par value per share common stock (the "Shares") in a private
    placement to Tontine Capital Partners, L.P., a Delaware limited partnership (the
    "Tontine"). The Purchase Agreement provides for the sale of the Shares at a
    price of $7.00 per share for aggregate gross proceeds of $14,000,000 (the
    "Private Placement"). Tontine is an "accredited investor" as defined in Rule 501
    of Regulation D as promulgated by the Securities and Exchange Commission under
    the Securities Act of 1933, as amended (the "Securities Act"). The Private
    Placement was made in reliance upon an exemption from registration provided by
    Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
    Energy Capital Solutions, LP and Pritchard Capital Partners LLC acted as
    placement agents for the Private Placement.
    
    In conjunction with the Private Placement, William A. Coskey, P.E., the
    Company's Chairman of the Board, and Michael L. Burrow, P.E., the Company's
    President and Chief Executive Officer, beneficially sold (the "Secondary Sale")
    960,714 shares of Company common stock (the "Secondary Shares"), also priced at
    $7.00 per share, to a different group of institutional investors (the "Secondary
    Subscribers"). The Company received no proceeds from the Secondary Sale.
    
    In connection with the Private Placement and the Secondary Sale, the Company
    entered into a registration rights agreement, dated September 29, 2005, among
    the Company, Tontine and the Secondary Subscribers (the "Registration Rights
    Agreement"). Pursuant to the Registration Rights Agreement, the Company has
    agreed to file a registration statement covering the Shares and the Secondary
    Shares within 30 days of the closing date (the "Filing Deadline") and to cause
    the registration statement to be declared effective within 90 days after the
    closing date (the "Registration Deadline"). If the Company fails to meet either
    the Filing Deadline or the Registration Deadline, the Company will be required
    to pay to Tontine and the Subscribers an amount per month equal to 1% of the
    amount purchased by Tontine or such Secondary Subscriber.
    
    A copy of a press release issued by the Company describing the Private Placement
    and the Secondary Sale is included as Exhibit 99 hereto.
    
    Item 3.02 Unregistered Sales of Equity Securities.
    
    The information set forth under Item 1.01 of this current report on Form 8-K is
    hereby incorporated by reference into this Item 3.02.
    
    Item 9.01.   Financial Statements and Exhibits.
    
         (c) Exhibits.
    
    Number       Exhibit
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    99.1         Press Release, dated October 3, 2005, of ENGlobal Corporation
    
    
    
                                       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.
    
                                            ENGlobal Corporation
    
    
    Date:  October 4, 2005                  /s/ Natalie S. Hairston
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                                            Natalie S. Hairston, Investor Relations 
                                            Officer, Chief Governance Officer and 
                                            Corporate Secretary