Attached files
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| EX-10.1 - LOAN AGREEMENT BETWEEN HOMI AND BAHRY, SCHECHTMAN AND YEOSHOUA - SKY RESORT INTERNATIONAL Ltd | exhibit10_1.htm |
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
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February 24,
2010
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Date
of Report (Date of earliest event
reported)
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Hotel Outsource Management
International, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Delaware
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6719
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13-4167393
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(State
or Other Jurisdiction of
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Commission
File
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(I.R.S.
Employer
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Incorporation
or Organization)
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Number
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Identification
No.)
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80 Wall Street, Suite 815, New
York, New York
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10005
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-344-1600
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Registrant’s
telephone number, including area
code
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(Former
Name or former Address, if Changed Since Last
Report)
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Item 1.01
– Entry into a Material Definitive Agreement
On
February 24, 2010, HOMI Industries Ltd (“HOMI Industries”), which is a wholly
owned subsidiary of Hotel Outsource Management International, Inc. (“HOMI”),
entered into a loan agreement with Ilan Bahry, Amir Schechtman and Oded Yeoshoua
(collectively, “Lender”) pursuant to which Lender shall loan HOMI Industries
$140,000.
HOMI owns
a turnkey computerized minibar system, including 280 HOMI® computerized minibars, a
central unit and a license to HOMI® software, which HOMI USA, Inc.
(“HOMI’s Affiliate”) shall install by the February 2010 at the Fashion 26
Wyndham Hotel (the “Hotel”), located at 152 West 26th
Street, New York, New York, USA (the “Minibar System”) and operate for the Hotel
under an outsource operation agreement which HOMI’s Affiliate signed with the
Hotel (the “Outsource Operation”).
HOMI
INDUSTRIES will make monthly payments to Lender towards repayment of the Loan.
These payments (“Monthly Repayments”) will not be in a fixed amount. The amount
of each Monthly Repayment will be computed on the basis of HOMI’s Affiliate’s
revenues from the Outsource Operation. HOMI’s Affiliate shall invoice the Hotel
for the full amount of the net revenues from the Outsource Operation (“Net
Revenues”). From the sum equal to the Net Revenues, HOMI INDUSTRIES
will deduct (a) the cost of goods to be sold in the minibars; (b) labor costs;
(c) a maintenance fee of $0.06 per minibar per day; and (d) a management fee of
8% of Net Revenues (collectively, “Operational Payments”).
Until
completion of the first 8 years of the Loan Agreement (the “Milestone”), on a
monthly basis, if Net Revenues, as collected by HOMI’s Affiliate, exceed
Operational Payments by at least $3,500, then the amount of the Monthly
Repayment which HOMI INDUSTRIES will pay to Lender shall be equal to 60% of all
such excess; if Net Revenues from Hotel, as collected by HOMI’s Affiliate,
exceed Operational Payments by more $2,100 but less than $3,500, then the amount
of the Monthly Repayment which HOMI INDUSTRIES will pay to Lender shall be
exactly $2,100. If Net Revenues from Hotel, as collected by HOMI’s
Affiliate, exceed Operational Payments by less than $2,100, then the amount of
the Monthly Repayment which HOMI INDUSTRIES will pay to Lender shall be a sum
equal to 100% of all such excess; and if Net Revenues from Hotel, as collected
by HOMI’s Affiliate, do not exceed Operational Payments, then no Monthly
Repayment will be made to Lender for that month.
Once the
Milestone has been reached, each Monthly Payment will be in an amount equal to
60% of the sum, if any, by which Net Revenues, as collected by HOMI’s Affiliate,
exceeded Operational Payments, for that month.
2
HOMI
INDUSTRIES shall continue to affect the Monthly Payments to Lender for as long
as the Outsource Operation continues in respect of the Minibar System. If and
when the aggregate total of such Monthly Repayments exceeds the principal of the
Loan, such repayments shall be deemed interest on the Loan.
If the
Outsource Operation is terminated prior to the Milestone being reached, and the
minibar system is removed from the hotel, HOMI INDUSTRIES will, at its own cost,
have the Minibar System reinstalled in another hotel with similar revenue
earning capacity as the Hotel within six months of its removal from the
Hotel. In the event HOMI INDUSTRIES does not have the Minibar System
placed in another similar hotel within six months of termination of its
outsource agreement, HOMI INDUSTRIES shall, within the three months following
that six month period, transfer the rights granted to Lender under this
agreement to a similar minibar system owned by HOMI Industries or one if its
affiliates, instead of the initial Minibar System, and Monthly Repayments will
be computed in relation to the replacement minibar system.
If the
Outsource Operation is terminated at the end of its third year due to a purchase
of the Minibar System by the Hotel, then HOMI Industries shall pay Lender 75% of
the payment it received for the Minibar System and this payment, together will
all payments previously received by Lender, will constitute full and final
payment of the Loan and all accrued interest.
HOMI
INDUSTRIES intends to enter into similar agreements in the future.
Item
9.01 – Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No. Description
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10.01
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Loan
Agreement between HOMI Industries, Inc. and Ilan Bahry, Amir Schechtman
and Oded Yeoshoua dated February 24,
2010
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereto duly authorized.
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February
25, 2010
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Hotel
Outsource Management International, Inc.
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By:
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/s/
Jacob Ronnel
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Name: Jacob
Ronnel
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Title : Chief
Executive Officer
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4
Exhibit
Index
Exhibit
No. Description
of Exhibit
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10.01
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Loan
Agreement between HOMI Industries, Inc. and Ilan Bahry, Amir Schechtman
and Oded Yeoshoua dated February 18,
2010
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5