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TPAC > SEC Filings for TPAC > Form 8-K on 11-Apr-2013All Recent SEC Filings

Show all filings for TRANS-PACIFIC AEROSPACE COMPANY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TRANS-PACIFIC AEROSPACE COMPANY, INC.


11-Apr-2013

Entry into a Material Definitive Agreement, Unregistered Sa


Item 1.01 Entry into a Material Definitive Agreement.

On April 5, 2013, Trans-Pacific Aerospace, Inc. ("Company") entered into separate Securities Purchase Agreements with Tina Kwan, Betty Li and Harbin Aerospace Company, LLC ("Harbin"), each of whom are holders of the capital stock of Godfrey (China) Limited ("Godfrey"), the Company's 25%-owned Hong Kong subsidiary engaged in the development of the Company's production facility in Guangzhou, China.

Pursuant to the Securities Purchase Agreements, Tina Kwan and Betty Li each agreed to transfer to the Company 150,000 shares of the capital stock of Godfrey and Harbin agreed to transfer to the Company 50,000 shares of the capital stock of Godfrey in consideration of the Company's issuance of 2,000,000 shares of its common stock to each of Ms. Kwan and Ms. Li and 800,000 shares of its common stock to Harbin. In addition, the Company agreed that in the event all of the stock holders of Godfrey sell 100% of the issued and outstanding shares of Godfrey for cash, the Company will pay to Kwan, Li and Harbin the cash amount they would have received had they retained their Godfrey shares. The Godfrey shares transferred by Kwan, Li and Harbin represented all of the shares of capital stock of Godfrey held by them.

Upon the closing of the transactions under the Securities Purchase Agreements, the Company will increase its ownership of Godfrey from 25% to 55%. The transactions under the Securities Purchase Agreements will close subject to and upon the recording of the transfer of the Godfrey shares with the appropriate governmental agency in Hong Kong, which is expected to occur shortly.



Item 3.02 Unregistered Sales of Equity Securities.

On April 5, 2013, the Company agreed to issue to three parties a total of 2,800,000 shares of the common stock of the Company in consideration of the parties' transfer of their capital shares of Godfrey (China) Limited ("Godfrey"). The transactions are described in Item 1.01 above. The Company shares were issued pursuant to the exemption from registration set forth at
Section 4(a)(2) of the Securities Act of 1933. There were no sales commissions or finders' fees paid in connection with the share issuances.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Filing Method

The following exhibits are filed with this report:

Exhibit 99.1 Securities Purchase Agreement dated March 25, 2013       Filed
             between Registrant and Tina Kwan                         Electronically
                                                                      herewith
Exhibit 99.2 Securities Purchase Agreement dated March 25, 2013       Filed
             between Registrant and Betty Li                          Electronically
                                                                      herewith
Exhibit 99.3 Securities Purchase Agreement dated April 5, 2013        Filed
             between Registrant and Harbin Aerospace Company, LLC     Electronically
                                                                      herewith

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