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): ~~April~~May 720, 2010

PANELTECH INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-53896	20-4748555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2999 John Stevens Way, Hoquiam, WA		98550
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (360) 538-1480

(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 ~~April 7~~May 20, 2010, Paneltech Products, Inc. (“Paneltech Products”), a wholly-owned subsidiary and principal operating business of Paneltech International Holdings, Inc. (the “Registrant”), entered into a ~~Securities~~change ~~Purchase~~in ~~Agreement~~terms agreement dated May 14, 2010 (the “~~Securities~~CIT ~~Purchase~~ Agreement”) with an ~~investor~~ShoreBank ~~(the~~Pacific (“~~Investor~~ShoreBank”) ~~and~~in ~~raised~~connection ~~$150,000~~with inthat ancertain ~~offering~~ Revolving Line of Credit in the ~~Registrant’s~~amount ~~Series~~of A$900,000 ~~Convertible~~that ~~Preferred~~matured ~~Stock,~~on ~~par~~May ~~value~~14, ~~$0.0001~~2010 (the “~~Preferred~~ShoreBank ~~Stock~~Facility”). Under ~~and~~the ~~warrants~~terms toof ~~purchase~~the ~~Common~~CIT ~~Stock~~Agreement (~~the “Warrants”~~a) (the ~~“April~~ ~~Offering”).~~maturity ~~The~~date ~~terms~~ of the ~~April~~Shorebank ~~Offering,~~Facility ~~which~~ is ~~now~~extended ~~closed~~to August 1, ~~were substantially~~2010; (b) the ~~same~~Minimum asNet ~~the~~Worth ~~terms~~covenant ofmust ~~the~~be ~~Registrant’s~~greater ~~offering~~than ~~that~~$400,000.00, ~~closed~~including ~~on January~~all 22sub-debt and preferred stock, ~~2010~~at inall ~~which~~times and as measured at the ~~Registrant~~end ~~has~~of ~~raised~~each $month; (c) Debt to Net Worth covenant must not exceed 12:1,~~650,000~~ ~~and~~including ~~issued~~all ~~an aggregate~~sub-debt ofand 2preferred stock,~~999,205~~ ~~shares~~at ofall ~~Preferred~~times ~~Stock~~as ~~and~~measured ~~granted~~at anthe ~~aggregate~~end of 4 each month; (d) Maintain positive Earnings before Interest,~~998~~ Taxes,~~675~~ ~~Warrants~~Depreciation and Amortization (EBITDA) as measured at the ~~“2009~~end ~~Offering”~~of each month; and (e) the Cash Flow Coverage covenant is eliminated.

The ~~Securities~~ Purchase Agreement entered into with the Investor was substantially the same in form as the Securities Purchase Agreements entered into in connection with the 2009 Offering, and the Warrant issued to the Investor was the same as the Warrant issued in connection with the 2009 Offering. Under the terms of the Securities Purchase Agreement, the Registrant issued 272,655 shares of Preferred Stock and granted 454,425 Warrants for a purchase price of $150,000. Under the conversion ratio, each share of Preferred Stock is convertible into five shares of Common Stock. Each Warrant has an initial exercise price of $0.12 per share of Common Stock. The Warrants may be redeemed under certain circumstances. The foregoing description of the ~~Securities~~CIT ~~Purchase~~ Agreement ~~and~~does ~~Warrants do~~ not purport to be complete and ~~are~~is qualified in ~~their~~ its entirety by reference to the full text of the ~~form~~CIT ofAgreement, ~~Securities~~which ~~Purchase Agreement~~is ~~included~~attached as Exhibit 10.61 ~~to the Amendment No~~hereto. 2 to Form 8-K filed by the Registrant on February 11, 2010, and the form of Warrant included as Exhibit 4.2 to the Form 8-K filed by the Registrant on December 30, 2009 (the “December 30th Form 8-K”).

~~The securities~~ITEM ~~offered~~2.03 inCREATION ~~the~~OF ~~April~~A ~~Offering~~DIRECT ~~will~~FINANCIAL ~~not~~OBLIGATION beOR orAN ~~have~~OBLIGATION ~~not~~UNDER ~~been~~AN registered under the Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8OFF-KBALANCE ~~(the~~SHEET ~~“Current~~ARRANGEMENT ~~Report”)~~OF isA ~~neither an offer to sell nor a solicitation to buy any of the Registrant’s securities. This Current Report is being filed pursuant to and in accordance with Rule 135(c) under the Securities Act.~~REGISTRANT

InThe ~~order to~~information ~~evidence~~set ~~the~~forth ~~rights of the Investor as a holder of the Preferred Stock issued~~ in ~~the~~Item ~~April~~1.01 ~~Offering, the Investor became party to the Investor Rights Agreement to which the holders~~ of ~~Preferred~~this ~~Stock~~Current ~~issued~~Report inon ~~the~~Form ~~2009~~8-K ~~Offering are~~is ~~party. The~~hereby ~~rights~~incorporated ~~of the Preferred Stock holders are also evidenced~~ by ~~the Certificate Of Designations, Preferences And Other Rights And Qualifications Of Series A Convertible Preferred Stock (the “Certificate of Designations”)~~reference. ~~The Investors Rights Agreement and the Certificate of Designations were previously described in the December 30th Form 8-K.~~

ITEM 3 9.~~02 UNREGISTERED~~01 FINANCIAL ~~SALE~~STATEMENTS ~~OF EQUITY~~AND ~~SECURITIES~~EXHIBITS

On April 7, 2010, the Registrant entered into the Securities Purchase Agreement, as described in Item 1.01 above, the disclosures under which are incorporated herein by this reference. All of the securities offered and sold in this transaction were offered and sold in reliance on the private placement exemption from registration under Section 4(2) of the Securities Act, including Rule 506 promulgated under Section 4(2). The Registrant relied on this exemption based on the fact that (i) there were a limited number of recipients of such securities, (ii) all such investors were accredited investors or otherwise, either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (iii) the Registrant had obtained representations from the investors indicating that they were purchasing for investment only. The securities offered and sold in the April Offering are not registered under the Securities Act, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure about the April Offering contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Registrant, and is made only as required under applicable rules for filing current reports with the SEC, and as permitted under Rule 135(c) of the Securities Act.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description

3.1* 4.1* 10.1** Change 10.2*in *Terms **Agreement ~~Certificate~~between ofPaneltech ~~Designations of Registrant dated December 21~~Products, ~~2009~~Inc. ~~Form of Warrant Form of Securities Purchase Agreement Investors Rights Agreement among the Registrant~~ and ~~Investors~~ShoreBank ~~signatory thereto. Previously filed in the Current Report on Form 8-K filed on December 30~~Pacific, ~~2009~~dated ~~Previously~~May ~~filed in the Current Report on Amendment No. 2 to Form 8-K filed on February 11~~14, 2010.

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.

Date: April 9, 2010	PANELTECH INTERNATIONAL HOLDINGS, INC.
Date: May 20, 2010	PANELTECH INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Scott Olmstead
		Scott Olmstead
		Chief Financial Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
3.1* 4.1* 10.1** 10.2* * **	Certificate of Designations of Registrant dated December 21, 2009 Form of Warrant Form of Securities Purchase Agreement Investors Rights Agreement among the Registrant and Investors signatory thereto. Previously filed in the Current Report on Form 8-K filed on December 30, 2009 Previously filed in the Current Report on Amendment No. 2 to Form 8-K filed on February 11, 2010.

Exhibit No. Description

10.1 Change in Terms Agreement between Paneltech Products, Inc. and ShoreBank Pacific, dated May 14, 2010

Filing Compare · Paneltech International Holdings, Inc.