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) April 7, 2010
BrandPartners Group
Inc.
(Exact
name of Company as specified in its charter)
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Delaware
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0-16530
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13-3236325
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(State
or Other Jurisdiction)
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(Commission
File Number)
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(I.R.S.
Employer Identification)
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of
Incorporation)
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10 Main Street, Rochester,
NH 03839
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (800)
732-3999
N/A
(Former
name or former address, if changed since last report)
¨ Written
communication 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
40.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement.
Effective
April 7, 2010, the Company and its wholly owned subsidiary BrandPartners Retail,
Inc. as well as the Company’s wholly owned subsidiaries Grafico Incorporated and
Build Partners, Inc. as guarantors entered into a Forbearance Agreement (the
“Agreement”) with TD Bank (the “Bank”) the Company’s lender under its revolving
credit facility originally entered into May 5, 2005, as thereafter amended (the
“Facility”). All of the assets of the Company and the guarantors are pledged to
the Bank to secure the repayment of the Facility. The Company had received
notice from the Bank, that the Facility was in default and immediate payment of
the sums outstanding under the facility were due. The sums outstanding under the
facility plus the amount of payroll advance from the deposit account collateral
as maintained by the Bank as set forth in the Agreement became outstanding, due
and subject to the Agreement.
Under the
Agreement the Bank also instituted the default rate of interest in accordance
with the terms of the Facility, of prime rate plus five (5%) percent as well
fees and expenses.
The terms
of the Agreement provided for forbearance on the part of the Bank through May 6,
2010, however in the event the Company failed to repay payroll advances under
the Agreement on or before April 15, 2010 or otherwise failed to make payment
required under the terms of the Agreement when due, defaulted under the
Agreement, further breached the terms of the Facility, was adjudicated bankrupt
or insolvent or if the holder of any subordinated lien or encumbrance commenced
foreclosure proceedings, then in any of these events, the Bank could accelerate
the forbearance period under the Agreement.
Effective
April 23, 2010 the Bank requested that the Company sign a Payroll Advance and
Termination of Forbearance Period Agreement wherein the Bank advanced an
additional $50,000 toward the Company’s payroll in exchange for transfer of
title to two (2) vehicles owned by the Company and terminated the Agreement with
no further advances to the Company, which caused the Company to terminate all
but seven (7) of its employees and discontinue its business operations as a
result of not receiving additional funding from the Bank. The seven
employees have subsequently been terminated by the company. Thereafter by notice
dated April 27, 2010 the Bank as the senior secured party served on the Company
and its subsidiaries a Debtors Notification of Disposition of Collateral wherein
the Bank intended to sell on May 10, 2010 all of the collateral pledged to the
Bank to satisfy the debt due to the Bank. The Company anticipates
that there will be a deficiency in the debt due to the Bank, and that the Bank
will not be repaid in full. The Company has ceased all active
business operations.
Additionally,
effective April 16, 2010 the Company and its wholly owned subsidiary
BrandPartners Retail, Inc. and Grafico Incorporated did not make an interest
payment pursuant to Waiver and Amendment No. 6 to the Note originally issued and
sold to its subordinated lender Corporate Mezzanine II L.P. (the “Subordinated
Lender”) on October 22, 2001. The Company is in default under the
Note.
As a
result of the defaults the Company is indebted to the Bank for approximately $3
million and approximately $7.5 million to its Subordinated Lender.
Item
1.02 Termination of a Material Definitive Agreement.
See Item
1.01 above.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item
1.01 above.
Item
2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation
of an Obligation under an Off Balance Sheet Arrangement.
See Item
1.01 above.
Item
2.06 Material Impairments.
See Item
1.01 above.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Effective
April 16, 2010 the Company failed to timely file its Form 10-K Report with the
Securities and Exchange Commission and as such the Company’s common stock which
is quoted on the Over the Counter Bulletin Board (“OTCBB”) failed to meet the
OTCBB eligibility requirements and as such the Company’s trading symbol was
changed from BPTR to BPTRE. Should the Company fail to timely comply
with OTCBB eligibility requirements, the quotation of the Company’s common stock
will be removed from the OTCBB.
SIGNATURES
Pursuant
to the requirement 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.
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BRANDPARTNERS
GROUP INC.
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Date:
May 12, 2010
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By
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/s/James F. Brooks
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James
F. Brooks, Chairman of the
Board
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