Attached files
file | filename |
---|---|
EX-2.1 - YARRAMAN WINERY, INC. | v170774_ex2-1.htm |
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): December 31,
2009
GLOBAL
BEVERAGES, INC.
(Exact
name of registrant as specified in charter)
Nevada
|
000-28865
|
88-0373061
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
700 Yarraman Road, Wybong,
Upper Hunter Valley,
New South Wales, Australia
2333
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (61)2 6547-8118
|
|
Yarraman Winery, Inc.
|
|
(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:
¨ 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
240.13a-4(c))
Item
1.01 Entry into a Material
Definitive Agreement.
Exchange
Agreement
On December 31, 2009, Global Beverages,
Inc., a Nevada corporation (“Global” or the “Company”), entered into an Exchange
Agreement (the “Exchange Agreement”) with Riviera Global Holdings LLC, a New
York limited liability company (“Seller”), pursuant to which the Seller has
agreed to sell, upon the terms and subject to the conditions of the Exchange
Agreement, all of the issued and outstanding shares of Riviera Beverages, Inc.
(“Riviera”) to Global in exchange for 19,605,000 shares of Global’s Common
Stock.
The Exchange Agreement contains
customary representations and warranties of the Company and Seller made to each
other as of specific dates. The assertions embodied in those representations and
warranties were made solely for purposes of the contract among the Company and
Seller and may be subject to important qualifications and limitations agreed to
by the Company and Seller in connection with the negotiated terms. Moreover,
some of those representations and warranties may not be accurate or complete as
of any specified date, may be subject to a contractual standard of materiality
different from those generally applicable to stockholders or may have been used
for purposes allocating risk among the Company, Parent and Seller rather than
establishing matters as facts.
The Exchange Agreement includes
customary covenants of Global and Seller. The Company has agreed to operate its
business, and Seller has agreed to cause Riviera to operate its business, in the
ordinary course until the transaction is consummated. The Company has agreed to
immediately act to amend its Articles of Incorporation to increase the number of
authorized shares of Global’s Common Stock to 400,000,000 Shares (the “Articles
of Amendment”). The Exchange Agreement also includes customary termination
provisions for both the Company and Seller.
The closing of the Exchange Agreement
is subject to customary closing conditions as well as the
following:
(i) The
Articles of Amendment shall have become effective;
(ii) Global
and the Seller shall have entered into a mutually acceptable Registration Rights
Agreement;
(iii) Edward
Caan, one of the shareholders of Seller (“Caan”), shall have been appointed as a
director of Global;
(iv) Caan and
Global shall have entered into a mutually acceptable Employment
Agreement;
(v) The
Seller, Gary Blom, Ian Long, Timothy Yeo and certain other management personnel
of Global shall have entered into an lock-up agreement pursuant to which the
Seller and such other signatories shall not sell any shares of Global Common
Stock until the six month anniversary of the delivery of Global’s audited
consolidated financial statements for the year ended June 30, 2011 (the “Lock-Up
Agreement”);
(vi) Seller
and certain shareholders of Global shall have entered into a voting agreement
pursuant to which the parties to such agreement shall agree to vote their shares
to elect Edward Caan or another individual designated by the Seller as a
director of Global until the expiration of the Lock-Up
Agreement;
(vii) Global
and Seller shall each have delivered completed schedules to the Exchange
Agreement containing information as shall be acceptable to the other
party;
(viii) Global
shall have delivered to Seller its audited Financial Statements for the year
ended June 30, 2009 which shall not be materially different from those
previously delivered to Seller in draft form;
(ix) Global,
Seller and a mutually acceptable escrow agent shall have entered into an Escrow
Agreement relating to the escrow of Riviera’s intellectual property which is to
secure Global’s indemnification obligation to Seller as described below;
and
(x) If
necessary, Global or its designee and R. Mack Estates, LLC shall have entered
into an agreement reasonably acceptable to Global under which R. Mack Estates,
LLC shall operate certain assets of R. Mack Estates, LLC for the sole and
exclusive benefit of Riviera.
The Exchange Agreement includes
customary indemnification for misrepresentations and breaches of the warranties
and covenants made by Global and the Seller in the Exchange Agreement. The
maximum liability of either party for indemnification under the Exchange
Agreement is $7,450,000 except for claims relating to the authority of each
party to enter into the Exchange Agreement, claims relating to the ownership of
shares and the capitalization of Global and Seller, and claims relating to
taxes, all of which are unlimited as to amount. Damages totaling a
minimum of $60,000 must have been incurred before either party can made a claim
for indemnification, at which time claims may be made from the first dollar of
loss. Global’s obligation to indemnify Sellers under the Exchange
Agreement will be secured by an escrow of certain intellectual property rights
currently owned by Riviera. The intellectual property rights will be
released from escrow and transferred to Seller in the event that Global fails to
discharge any obligation to indemnify Seller under the Exchange
Agreement.
A copy of
the Exchange Agreement is attached as Exhibit 2.1 to
this report and is incorporated herein by reference. The foregoing description
of the Exchange Agreement does not purport to be complete and is qualified in
its entirety by reference to the Exchange Agreement.
Item 9.01
Financial Statements and Exhibits.
Exhibit No.
|
Description
|
|
2.1
|
Exchange
Agreement dated December 31, 2009 by and between Global and
Seller
|
SIGNATURE
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.
GLOBAL
BEVERAGES, INC.
|
||
Date: January
7, 2010
|
By:
|
/s/ Ian Long
|
Name:
Ian Long
|
||
Title:
Chief Executive
Officer
|