Attached files
| file | filename |
|---|---|
| EX-10.3 - EGPI FIRECREEK, INC. | v171994_ex10-3.htm |
| EX-10.8 - EGPI FIRECREEK, INC. | v171994_ex10-8.htm |
| EX-10.9 - EGPI FIRECREEK, INC. | v171994_ex10-9.htm |
| EX-10.2 - EGPI FIRECREEK, INC. | v171994_ex10-2.htm |
| EX-10.5 - EGPI FIRECREEK, INC. | v171994_ex10-5.htm |
| EX-10.6 - EGPI FIRECREEK, INC. | v171994_ex10-6.htm |
| EX-10.4 - EGPI FIRECREEK, INC. | v171994_ex10-4.htm |
| EX-10.1 - EGPI FIRECREEK, INC. | v171994_ex10-1.htm |
| EX-10.7 - EGPI FIRECREEK, INC. | v171994_ex10-7.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): January 15, 2010
EGPI
FIRECREEK, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
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000-32507
(Commission
File Number)
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88-0345961
(IRS
Employer Identification No.)
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3400
Peachtree Road, Suite 111, Atlanta, Georgia
(principal
executive offices)
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30326
(Zip
Code)
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(404)
421-1844
(Registrant’s
telephone number, including area code)
6564
Smoke Tree Lane Scottsdale, Arizona 85253
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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A.
On
January 15, 2010, EGPI Firecreek, Inc., a Nevada corporation (”EGPI” or the
“Company”), entered into a Stock Purchase Agreement (the "Agreement"), to
be effective when completed as of December 31, 2010, by and among itself, (the
“PURCHASER”), KEVIN J.
FITZGERALD, a Florida resident (“KEVIN”), PAMELA W. FITZGERALD, a
Florida resident (“PAMELA” and together with Kevin, hereinafter sometimes
referred to individually as a “SELLER” and collectively as, the “SELLERS”),
SOUTHWEST SIGNAL, INC.,
a Florida subchapter-S corporation, located at 9204 East Broadway Avenue, Tampa,
Florida, 33619 (the “CORPORATION”), and REDQUARTZ ATLANTA, LLC, a
Georgia limited liability company, located at 3400 Peachtree Road, Atlanta,
Georgia 30326 (“REDQUARTZ”), (the Sellers, the Purchaser, the Corporation and
Redquartz collectively referred to herein as the “PARTIES”).
The
Company has closed into escrow One Million Dollar ($1,000,000.00) deposit
to the sellers toward the acquisition of SOUTHWEST SIGNAL, INC. ("SWSC").
The balance of the purchase price of Two Million Three Hundred Thousand Dollars
($2,300,000.00) is due on or before February 25, 2009.
A copy of
the Stock Purchase Agreement which include the material terms, and its related
attachments, are attached as exhibits to this report.
BUSINESS
SOUTHWEST
SIGNAL, INC.
(SWSC):
SWSC
located in Tampa, Florida was established in 2000 and is engaged in
all facets of the United States Intelligent Transportation System /
Department of Transportation Industry. SWSC also serves leading private
sector clients such as Wal-Mart, Lowes and Home Depot in addition
to several large Private Developers. In addition to Intelligent
Transportation System projects SWSC participates in general bids for city,
county and state funded DOT contracts. The Audited results for the years ended
December 31, 2008 and 2007 reflected Revenues of $14.3MM and $14.2 MM
respectively, with EBITDA of $1.2MM for the years ended December
31, 2008 and December 31, 2007 $1.1MM.
Over the
past nine years SWSC has created an experienced project management team with
over 50 employees specializing in: Signalization, Lighting, Signage and
Intelligent Traffic System installation and maintenance.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
In this
Current Report, we make a number of statements, referred to as “forward-looking
statements” which are intended to convey our expectations or predictions
regarding the occurrence of possible future events or the existence of trends
and factors that may impact our future plans and operating
results. We note, however, that these forward-looking statements are
derived, in part, from various assumptions and analyses we have made in the
context of our current business plan and information currently available to us
and in light of our experience and perceptions of historical trends, current
conditions and expected future developments and other factors we believe to be
appropriate in the circumstances.
You can
generally identify forward-looking statements through words and phrases such as
“seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“budget,” “project,” “may be,” “may continue,” “may likely result,” and similar
expressions. When reading any forward-looking statement you should
remain mindful that all forward-looking statements are inherently uncertain as
they are based on current expectations and assumptions concerning future events
or future performance of SATCO, and that actual results or developments may vary
substantially from those expected as expressed in or implied by that statement
for a number of reasons or factors, including those relating to:
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·
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Whether
or not markets for our products develop and, if they do develop, the pace
at which they develop;
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·
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Our
ability to attract and retain the qualified personnel to implement our
growth strategies;
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·
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Our
ability to fund our short-term and long-term financing
needs;
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·
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Competitive
factors;
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·
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General
economic conditions;
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·
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Changes
in our business plan and corporate strategies;
and
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·
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Other
risks and uncertainties discussed in greater detail in the sections of
this Current Report.
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Each
forward-looking statement should be read in context with, and with an
understanding of, the various other disclosures concerning SWSF and our business
made elsewhere in this Current Report as well as other pubic reports filed with
the SEC. You should not place undue reliance on any forward-looking
statement as a prediction of actual results or developments. We are
not obligated to update or revise any forward-looking statement contained in
this Current Report to reflect new events or circumstances unless and to the
extent required by applicable law.
B.
On
January 15, 2009, the Company entered into an Agreement for financing in behalf
of the deposit necessary towards the Registrants acquisition of SOUTHWEST
SIGNAL, INC. in an amount of $1,000,000.00 through the issuance and sale to St.
George Investments, LLC, an Illinois limited liability company, of a secured
promissory note and a convertible promissory note (the “Financing”);
with terms of the
Financing which are reflected in i) a Note Purchase Agreement ii) a Secured
Promissory Note, iii) a Convertible Promissory Note, iv) a Letter of Credit, v)
a Registration Rights Agreement, and vi) a Funding and Letter of Credit
Agreement, and all other agreements, instruments and documents being or to be
executed and delivered.
A copy of
the Agreement with St. George Investments, LLC which include the material terms,
and its related attachments, are attached as exhibits to this
report.
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Item
2.01.
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Completion
of Acquisition or Disposition of
Assets.
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See Item
1.01 B (only), above.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registration
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See Item
2.01 above.
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Item
3.02
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Unregistered
Sales of Equity Securities
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See Item
1.01 B above.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering, the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities.
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Item
9.01
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Financial
Statements and Exhibits.
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(a) Financial
Statements of Business Acquired.
It is not
practicable to file the required historical financial statements of EGPI
Firecreek, Inc., a Nevada corporation (the “registrant”), and Southwest Signal,
Inc., (SWSF), a Florida corporation (the newly pending and to be acquired
“Subsidiary”) at this time. Accordingly, pursuant to Item 9.01(a)(4)
of Form 8-K, the registrant will file such financial statements under cover of
Form 8-K/A as soon as practicable thereafter close of the pending transaction,
but not later than the date required by applicable law.
(b) Pro
forma financial information.
It is not
practicable to file the required pro forma financial statements of EGPI
Firecreek, Inc., a Nevada corporation (the “registrant”), and Southwest Signal,
Inc., (SWSF), a Florida corporation (the newly pending and to be acquired
“Subsidiary”) at this time. Accordingly, pursuant to Item 9.01(b)(2) of Form
8-K, the registrant will file such financial statements under cover of Form
8-K/A as soon as practicable thereafter close of the pending transaction, but
not later than the date required by applicable law.
(c) Shell
company transaction. Not applicable.
(d) Exhibits.
The
following exhibits are filed herewith:
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Exhibit
No.
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Identification of
Exhibit
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10.1
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Stock
Purchase Agreement with Southwest Signal, Inc. as of January 15,
2010.
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10.2
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Note
Purchase Agreement with St. George Investments, LLC, as of January 15,
2010.
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10.3
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Registration
Rights Agreement with St. George Investments, LLC, as of January 15,
2010.
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10.4
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Secured
Promissory Note Agreement with St. George Investments, LLC, as of January
15, 2010.
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10.5
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FUNDING
AND LETTER OF CREDIT AGREEMENT dated the 15th day of January, 2010, by and
between KEVIN J. FITZGERALD and PAMELA W. FITZGERALD, SOUTHWEST SIGNAL,
INC., a Florida corporation, EGPI FIRECREEK, INC. and ST. GEORGE
INVESTMENTS, LLC, an Illinois limited liability
company.
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10.6
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Bank
of Tampa Commitment Letter For Irrevocable Letter of Credit, as of January
15, 2010.
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10.7
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Irrevocable
Instructions for Letter of Credit from Southwest Signal, Inc. and Sellers,
as of January 15, 2010.
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10.8
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Trust
Account Instructions to the Funding and Letter of Credit Agreement from
St. George Investments, LLC
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10.9
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Judgment
By Confession, Exhibit to St. George Investments LLC Agreements, as of
January 15, 2010.
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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.
Date:
January 21, 2010
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EGPI
FIRECREEK, INC.
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By
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/s/
Dennis R. Alexander
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Dennis
R. Alexander, Chief Executive
Officer
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