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| DKAM.OB > SEC Filings for DKAM.OB > Form 8-K on 15-Jan-2009 | All Recent SEC Filings |
15-Jan-2009
Entry into a Material Definitive Agreement, Completion of Acquisiti
On January 15, 2009, Drinks America, Inc. (the "Purchaser"), a wholly-owned subsidiary of Drinks Americas Holdings, Ltd. (the "Company"), entered into a Stock Purchase Agreement with Jack McKenzie and Paul Walraven (together, the Sellers"), the owners of all of the outstanding shares of capital stock of Olifant USA, Inc. ("Olifant"), under which the Purchaser agreed to purchase 90% of the outstanding shares of the capital stock of Olifant (the "Olifant Shares") from the Sellers for a total purchase price of $1,200,000, plus the additional consideration, if any, described below.
Olifant is involved in the ownership, distribution, marketing and promotion of alcoholic beverage most notably Olifant Vodka.
Under the Stock Purchase Agreement, the purchase price is payable as follows:
(i) $100,000 in shares of common stock of the Company, with the number of shares
determined based upon the closing market price of the common stock on the
trading day immediately preceding the date of closing; (ii) $300,000 in cash
payable 90 days after the date of closing, subject to reduction (x) for
uncollected accounts receivables of Olifant, (y) to the extent the net assets of
Olifant at closing is less than zero and (z) based upon certain other mutually
agreed upon items; and (iii) Purchaser's promissory note in the aggregate
principal amount of $800,000 (the "Note"). The Note is payable in four annual
installments of $200,000, half of which is payable in cash with the other half
of each installment payable in shares of common stock of the Company, with the
number of shares issuable on each payment date based upon the average closing
market price of the common stock for the 30 trading days immediately preceding
that payment date. The cash portion of the Note bears interest at the rate of 5%
per annum. As additional consideration for the purchase of the Shares, the
Purchaser will pay the Sellers until the later of the second anniversary of the
date of closing and all amounts payable under the Note have been paid in full,
an amount equal to $0.50 for each case of Olifant vodka sold during each fiscal
year subsequent to Olifant's fiscal year ending February 28, 2009 ("Olifant's
2009 Fiscal Year") in excess of the number of cases sold during Olifant's 2009
Fiscal Year, based upon an increase in the sales volume of cases of Olifant
vodka over the sales volume for the preceding year, up to 125% of the sales
volume for the preceding fiscal year and $1.00 for each case in excess of 125%
of the sales volume of Olifant vodka for the preceding fiscal year , but only if
Olifant on a stand-alone basis is profitable on a gross margin basis in a dollar
amount not less than 150% of the additional consideration to be paid.
The Purchaser also has a right of first refusal on the 20 outstanding shares of capital stock of Olifant retained by Sellers. The Company has granted the Sellers piggyback registration rights with respect to the shares issued and issuable under the Stock Purchase Agreement.
The Stock Purchase Agreement contemplates that Purchaser will enter into an employment agreement with Jack McKenzie.
The Company believes that the acquisition of the Olifant Shares requires the consent of Purchaser's lender, and is engaged in discussions to obtain that consent, if required.
On January 15, 2009, the Company, through its wholly-owned subsidiary, Drinks America, Inc., completed the acquisition of 90% of the outstanding capital stock of Olifant from its two shareholders, Jack McKenzie and Paul Walraven, under the Stock Purchase Agreement, as described in Item 1.01 of this report and incorporated by reference under this item . The number of shares of common stock of the Company issued at closing as part of the purchase price was 555,556 shares (the "Company Shares").
The Company believes that the acquisition of the Olifant Shares requires the consent of Purchaser's lender, and is engaged in discussions to obtain that consent, if required.
The issuance by the Company of the Note and the Company Shares to the Sellers in connection with the acquisition of the Olifant Shares described in Items 1.01 and 1.02 of this report were exempt from registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act.
On January 15, 2009, the Company issued a press release with respect to the acquisition of Olifant. A copy of the press release is filed as Exhibit 99.4 to this report.
The information in the press release filed as Exhibit 99.4 to this report shall not be deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability provisions of such Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
(a) Financial statements -- The Company intends to file the audited financial statements of Olifant within 71 days of the date of closing.
(b) Pro forma financial statements -- The Company intends to file the requisite pro forma financial statements reflecting its acquisition of Olifant within 71 days of the date of closing.
(c) Exhibits
10.44 Form of Stock Purchase Agreement dated as of January 15, 2009 by and
among the Drinks America, Inc., Jack McKenzie and Paul Walraven.
10.45 Form of promissory note of Drinks America, Inc. in the aggregate
amount of $800,000 payable to Jack McKenzie and Paul Walraven.
99.4 Press release issued January 15, 2009 announcing acquisition of
Olifant.
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