Attached files
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EX-10.1 - Top Shelf Brands Holdings, Corp. | ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 27, 2010
TEAM
NATION HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
333-144597
|
98-0441861
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification
No.)
|
4667
MacArthur Boulevard, Suite 150, Newport Beach, CA 92660
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: 949-885-9892
(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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive
Agreement
TEAM
Nation Holdings Corporation has entered into a material agreement for settlement
of a lawsuit and counter claims with Professional Business Bank (“PBB”). The
agreement reached between the parties will result in dismissal of the court
claims made against PBB, counterclaims made by PBB against TEAM and dismissal of
the arbitration process between the parties. A copy of the settlement agreement
is attached as exhibit 10.1 to this current report on Form 8-K. The lawsuit
began as a set of claims made against PBB, by TEAM for negligence per se, breach
of fiduciary duty, breach of implied covenant of good faith and dealing,
negligent interference with respect to business advantage, intentional
interference with respect to business advantage, slander per se, public
disclosure of private facts, violation of Business and Professional Code, and
for declaratory relief. The case was filed in Orange County California Superior
Court under Case No. 30-2008-00111650 on September 8, 2008. On or about October
2, 2009, PBB made counterclaims in a demand for Arbitration for Breach of
Contract, Breach of Guaranty Agreements, Fraudulent Transfer and Fraudulent
Obligation was made by PBB against TEAM and related parties.
Under the
agreement, TEAM will realize a net reduction of $1,031,842.00 from its payables,
while entering into the settlement agreement. In the settlement, four officers
and directors of TEAM agreed to surrender certain Certificates of Deposit held
at PBB in the interest of TEAM that will be paid immediately upon performance of
the actions under the Settlement Agreement. PBB agrees to provide financing that
supersedes prior financing between the Parties, in an amount to be $2.75 million
dollars at a 5% interest rate with monthly payments of $20,000 per month,
increasing by $5,000 per annum with a five year balloon payment due. This
refinancing under the agreement will repay two notes, of $2,381,494.43 and
$999,797.01. Personal Guaranties were executed by Dennis R. Duffy, Daniel Duffy,
Janis Okerlund and Norman Francis for purposes of securing the settlement on
behalf and for the benefit of TEAM.. A stipulated judgment of $3,215,062.37 in
favor of PBB shall be filed if any default occurs. Neither TEAM nor PBB made any
concessions regarding the merits of the separate parties’ claims and
counterclaims in the settlement agreement.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits.
|
Exhibit
Number
|
Description
|
|
10.1
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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: March
8, 2010
|
TEAM
NATION HOLDINGS CORPORATION
|
||
By:
|
/s/ DENNIS R.
DUFFY
|
||
DENNIS
R. DUFFY
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Chief
Executive Officer
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