Attached files
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): March 8, 2010
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GOLDEN GATE HOMES, INC.
f/k/a"JKAcquisition Corp."
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(Exact name of registrant as specified in its Charter)
Delaware 001-32574 87-0745202
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
Incorporation)
855 Bordeaux Way, Suite 200, Napa, California 94558
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (707) 254-8880
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JK Acquisition Corp.
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(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 (see General Instruction A.2. below):
[_] 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 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL AGREEMENT.
On March 10, 2010, Golden Gate Homes, Inc. (formerly JK Acquisition Corp.)
(the "Company") amended the exclusive marketing agreement with Premier Capital,
Ltd ("Premier Capital") that its controlling stockholder had previously entered
into on September 23, 2009. The amended agreement substitutes the Company as a
party to the agreement, lowers the brokerage commission on property sales for
properties sold under consignment agreements, extends the term of the agreement
from October 14, 2011 to October 14, 2014, and adds a provision that extends the
term of the agreement one year for every year that Premier Capital sells at
least one hundred (100) Approved Properties (as hereinafter defined) for the
Company.
Under this exclusive marketing agreement, the Company has appointed Premier
Capital as the Company's exclusive agent for purposes of marketing and selling
properties identified and presented by the Company and approved by Premier
Capital for sale to third parties ("Approved Properties") in Hong Kong and
mainland China. Premier Capital has agreed not to list, market or sell any
properties in the states of California, Nevada, Arizona or Washington without
the Company's approval during the term of the agreement. The Company will pay
the bulk of the expenses arising in connection with the marketing of Approved
Properties in Hong Kong and China, although Premier Capital will bear some of
these expenses as well.
Management believes that Premier Capital is one of the most reputable
international real estate consulting firms in Asia and China, and is highly
regarded for selling international properties throughout China and other parts
of Asia. Premier Capital was founded in Hong Kong in 1988 and expanded into
China in 1997. It has Chinese offices in Hong Kong, Beijing, Shanghai,
Guangzhou and Shenzhen. Premier Capital also has offices in Australia,
Singapore and New Zealand.
Management believes that this agreement is critical to the Company's
success. If the agreement were to terminate for any reason, the Company would be
forced to find an alternative third party to market and sell the Company's
properties in China and other parts of Asia. The Company has no assurance that
it would be able to find such an alternative third party, in which case the
Company's business, prospects, financial condition and results of operations
would most likely be materially and adversely affected.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
On March 8, 2010, a one-for-35 reverse stock split of the Company's common
stock was effected upon the filing of the Company's Third Amended and Restated
Articles of Incorporation with the Secretary of State of Delaware. For
information about stockholder approval of the reverse stock split, see "ITEM
5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS" below. As a result
of the reverse stock split, each share of common stock outstanding automatically
converted into one thirty-fifth of one share of the common stock. No
fractional shares will be issued in connection with the reverse stock split, and
fractional shares resulting from the reverse stock split will be rounded up to
the nearest whole share.
The number of shares of issued and outstanding common stock of the Company
before the reverse stock split was 127,697,956. After the reverse stock split,
the number of the preceding shares was reduced to approximately 3,648,513. The
reverse stock split did not alter the par value of the common stock, which is
$0.001 per share, or modify any voting rights or other terms of the common
stock. A new CUSIP number (381047 109) has been issued for the Company's common
stock to distinguish stock certificates issued after the reverse stock split,
and the new symbol under which the common stock will trade is "GNGT.OB," more
reflective of the Company's new corporate name discussed in "ITEM 5.07.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS" below.
Each certificate representing shares of common stock before the reverse
stock split will be deemed, for all corporate purposes, to evidence ownership of
the reduced number of shares of common stock resulting from the reverse stock
split, except that holders of unexchanged shares will not be entitled to receive
any dividends, if any, or other distributions payable by us after the reverse
stock split until they surrender their old stock certificates for exchange.
Prior to the reverse stock split, the Company had outstanding warrants to
purchase an aggregate of approximately 9,038,889 shares of the Company's common
stock at a per-share purchase price of $15.00. Some of these warrants were
attached to shares of the Company's common stock in the form of Units. As a
result of the reverse stock split, these warrants now entitle the holders
thereof to purchase an aggregate of approximately 258,254 shares of the
Company's common stock at a per-share purchase price of $525.00. New CUSIP
numbers ((47759H 114 and 381047 208, respectively) has been issued for the
warrants and the Units to distinguish certificates issued after the reverse
stock split, and new symbols under which the warrants and the Units will trade
are "GNGTW" and "GNGTU," respectively, again more reflective of the Company's
new corporate name discussed in "ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS" below.
Each certificate representing warrants before the reverse stock split
(whether a warrant outright or as part of a Unit) will be deemed, for all
corporate purposes, to evidence the right to purchase the reduced number of
shares of common stock resulting from the reverse stock split at the higher
per-share purchase price.
All of the warrants (including those comprising Units) will expire at 5:00
PM, New York City time, on April 10, 2010.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Keith D. Spickelmier has informed the Company that, effective March 17,
2010, he will resign his seat on the Company's Board of Directors. Mr.
Spickelmier's resignation was not a result of any disagreement with the Company.
The Company has determined that Tim Wilkens will be appointed to replace Mr.
Spickelmier on the Board of Directors, such appointment to be effective on March
17, 2010.
A change in control of the Company occurred on December 31, 2009 when GGH,
Inc. (formerly Golden Gate Homes, Inc.), a privately held corporation owned
one-third each by Steven Gidumal and Brandon Birtcher, and one-third by two
trusts of which Mr. Wilkens is the trustee, acquired from James P. Wilson and
Mr. Spickelmier approximately 96.5% of the outstanding shares of the Company's
common stock, and the controlling interest in the Company. Mr. Spickelmier
agreed to continue to serve as a Company director until the Company complied
with Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule
14f-1 promulgated thereunder, and to resign promptly thereafter. At the time of
the change of control, Mr. Wilkens consented to serve as a director to replace
Mr. Spickelmier if so elected.
Like all of the Company directors, Mr. Wilkens will serve until the next
annual meeting of the stockholders, and until his successor has been duly
elected and qualified. The following is the background of Mr. Wilkens:
Since December 31, 2009, Mr. Wilkens has served as the Company's Chief
Executive Officer. In addition, for the past 11 years, Mr. Wilkens has served
as President of Great Western Holdings. Great Western Holdings is a business
that is the western United States development partner for Wyndham Worldwide, and
in the past has partnered or been approved as a partner for Fairmont Hotels,
Marcus Hotels and Shell Vacations. Mr. Wilkens has been involved in residential
and commercial property development since the early 1980s. He has developed
projects in the Lake Tahoe area, Napa County and Sonoma County. His projects
have included class A office developments, residential housing, multifamily
housing, hotels, resorts and fractional housing. Mr. Wilkens led several
successful ventures that purchased distressed real estate in Texas from 1987 to
1990. Mr. Wilkens has a University Teaching Credential issued by the State of
California and has studied at San Jose State University and also at the
University of California at Berkeley.
Mr. Wilkens is expected to serve on the Company's Nominating and Governance
Committee. The Company has not established standard compensation arrangements
for its directors, and the compensation, if any, payable to each individual for
his or her service on the Company's Board will be determined (for the
foreseeable future) from time to time by the Board of Directors based upon the
amount of time expended by each of the directors on the Company's behalf.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
In connection with the change of control of the Company described in "ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS" above, the Board of Directors of the Company determined to
solicit the consent of its stockholders through a solicitation of written
consents for the following purposes:
1. Two proposals to amend the Company's Second Amended and Restated
Certificate of Incorporation:
* to change the name of the Company to "Golden Gate Homes, Inc."
(the "Corporate Name Change Amendment"); and
* to effect a 1-for-35 reverse stock split (the "Reverse Stock
Split")of the Company's Common Stock, $.0001 par value per
share ("Common Stock"), in which every thirty-five shares of
Common Stock outstanding as of the effective date of the
amendment would be converted into one share of Common Stock;
provided, however, that all fractional shares would be rounded
up to one whole share (the "Reverse Stock Split Amendment");
2. If and only if each of the Corporate Name Change Amendment and the
Reverse Stock Split Amendment was approved, a proposal (the "Restatement
Proposal") to amend and restate the Company's Second Amended and Restated
Certificate of Incorporation to the Third Amended and Restated
Certificate of Incorporation.
The Board of Directors fixed the record date for determining those
stockholders entitled to give written consents as January 19, 2010. The written
consent tally was as follows:
Percentage
of Consents
Consents Percentage of Consents Abstains or "Against",
"For" Consents "Against" Non- Consents
"For" or Withheld Consents Abstaining or
Non-Consents
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Corporate Name 126,000,767 98.7% -0- 1,697,189 1.3%
Change Amendment
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Reverse Stock 126,000,767 98.7% -0- 1,697,189 1.3%
Split Amendment
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Restatement 126,000,767 98.7% -0- 1,697,189 1.3%
Proposal
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Accordingly, all proposals were approved, and the Company effected its name
change and the Reverse Stock Split with the Delaware Secretary of State on March
8, 2010, and restated the Company's Second Amended and Restated Certificate of
Incorporation by filing the Company's Third Amended and Restated Certificate of
Incorporation with the Delaware Secretary of State on March 8, 2010. The name
change and the Reverse Stock Split became effective on the OTC Bulletin Board
with respect to the Company's common stock prior to the start of trading on
March 9, 2010.
ITEM 9.01. FINANCIAL STATEMENTS AND OTHER EXHIBITS.
(d) Exhibits.
Exhibit
Number Exhibit Title
3.01 Third Amended and Restated Certificate of Incorporation
10.01 Amended Marketing and Sales Partnership Agreement dated March 10,
2010, by and between the Company and Premier Capital, Ltd.
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.
GOLDEN GATE HOMES, INC.
(Registrant)
Date: March 12, 2010 By: /s/Steven Gidumal
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Steven Gidumal,
Chairman and Chief Financial Office
