Attached files
| file | filename |
|---|---|
| EX-10.4 - AFH HOLDING II, INC. | v194634_ex10-4.htm |
| EX-10.1 - AFH HOLDING II, INC. | v194634_ex10-1.htm |
| EX-10.3 - AFH HOLDING II, INC. | v194634_ex10-3.htm |
| EX-10.2 - AFH HOLDING II, INC. | v194634_ex10-2.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):
|
August
13, 2010
|
|||||||
|
First
Blush Brands, Inc.
|
||||||||
|
(Exact
Name of Registrant as Specified in
Charter)
|
||||||||
|
Delaware
|
000-52682
|
26-1364883
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
9595
Wilshire Blvd., Suite 900
Beverly
Hills, CA 90212
|
||||||||
|
(Address
of Principal Executive Offices)
|
|
Registrant's
telephone number, including area code:
|
(310)
717-8942
|
|||||||
|
(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))
CURRENT
REPORT ON FORM 8-K
_______________
Item
1.01 Entry
Into a Material Definitive Agreement
RHG
Consulting Agreement
As
previously disclosed, Rose Hill Gardens, LLC (“RHG”) has served as a consultant
to us in respect of sales and marketing, fulfillment, production management,
customer service, strategic planning, acquisition targeting and advice
concerning structure and negotiations of acquisitions and financing
transactions. On August, 16, 2010, we entered into a written
consulting agreement (the “Consulting Agreement”) with RHG to formalize this
arrangement. The Consulting Agreement provides that at our request,
RHG will provide sales and marketing, fulfillment, production management,
customer service, strategic planning and acquisition targeting services as well
as provide us with advice regarding structure and negotiations of acquisitions
and financing transactions through its employees, including Christopher
Bagdasarian. The Consulting Agreement has a term of twelve months. Pursuant to
the terms of the Consulting Agreement, we will pay RHG a fee of $10,000 per
month which may be adjusted by mutual agreement upon changes to the scope of
services provided. We may terminate the Consulting Agreement at any
time. RHG is owned by Victoria Briggs a member of our board of
directors.
The
foregoing description of the Consulting Agreement is qualified in all respects
by the full text of the Consulting Agreement which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Notes
On August
17, 2010, we completed a private placement of $1,100,000 principal amount of
promissory notes (the “Notes”) and 1,000,000 shares of common stock to
“accredited investors” (as such term is defined in Regulation D promulgated
under the Securities Act of 1933, as amended (the “1933 Act”)) (the “Private
Placement”). The securities were sold to investors pursuant to the terms of a
securities purchase agreement (the “Purchase Agreement”) between the Company and
the investors. We received gross proceeds from the Private Placement
of $1,100,000 which we used to pay down our existing senior debt (see
below).
The
principal amount of the Notes is due in 12 equal monthly payments of an
aggregate of $91,666.66 each, commencing on January 1, 2012. The Notes bear
interest at a rate of 10% per annum. Interest is payable quarterly in arrears
commencing on September 30, 2010. Pursuant to the terms of the Notes,
we have agreed, among other things, not to (i) pay dividends on our common
stock, other than solely in the form of common stock, (ii) repurchase our common
stock or other securities, (iii) sell or dispose of all or a substantial portion
of our assets unless the proceeds of such sale are used to pay off the Notes, or
(iv) make future loans or advances or guarantee debt other than in the ordinary
course of business.
Our
obligations under the Notes are guaranteed by RHG pursuant to a
Guarantee.
We
granted to the purchasers in the Private Placement “piggyback” registration
rights with respect to their shares of common stock substantially similar to the
registration rights that we have granted to the purchasers in our previous
private placements.
The
foregoing description of the Private Placement is qualified in all respects by
the full text of the Purchase Agreement, the Note, the Guarantee and the
Registration Rights Agreement which are attached hereto as Exhibits 10.2, 10.3,
10.4 and 10.5, respectively, and incorporated herein by reference.
Repayment
of Senior Debt
-2-
We used
the proceeds of the Private Placement to repay (i) all amounts outstanding under
our $100,000 Senior Secured Promissory Note, dated June 26, 2009, due to Michael
D. Bagdasarian (the “MDB Note”), and (ii) $1,000,000 of the outstanding
principal and accrued interest under our Senior Secured Credit Facility from RHG
(the “RHG Note”). Following this repayment, the MDB Note has been paid in full
and terminated and the outstanding balance of the RHG Note is
$175,251.94. We may make additional borrowings under the RHG Note in
the future.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
Item
3.02 Unregistered
Sale of Equity Securities
Please
see the description of our Private Placement under the heading “Notes” of Item
1.01 above which is incorporated by reference into this item.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On August
13, 2010, Anthony Roth resigned his positions as our chairman of our board of
directors, president and chief executive officer. Barrett Carrere,
our Chief Financial Officer has assumed the responsibilities associated with the
office of chief executive officer.
Mr.
Carrere has been our Chief Financial Officer and Secretary since the closing of
the Exchange in May 2010. Mr. Carrere worked with Arthur Andersen in Los Angeles
from 1993 to July 1997 in the assurance division as a staff and senior
auditor specializing in the energy practice. From July 1997 through
March 2010, Mr. Carrere held various management and executive positions in the
accounting and finance groups at VCA Antech Inc. (NASDAQ: WOOF,
"VCA"). VCA is a leading high-growth international animal healthcare
services company with approximately $1.3 billion in annual revenue for the year
ended December 31, 2009. In addition to his responsibilities at VCA,
from April 2008 through June 2009 Mr. Carrere was a lecturer of accounting in
the school of economics at the University of California, Santa
Barbara. Mr. Carrere is a certified public accountant licensed in the
state of California, and is a member of the American Institute of Certified
Public Accountants. Mr. Carrere graduated from University of Southern
California, B.S. in Accounting, May 1993.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part
of this Current Report on Form 8-K.
|
Exhibit
No.
|
Description
|
|
10.1
|
Consulting
Agreement, dated August 16, 2010, between First Blush Brands, Inc. and
Rose Hill Gardens LLC
|
|
10.2
|
Securities
Purchase Agreement, dated August 17, 2010
|
|
10.3
|
Form
of 10% Promissory Note
|
|
10.4
|
Guarantee
by Rose Hill Gardens LLC
|
|
10.5
|
Form
of Registration Rights Agreement (incorporated by reference from Exhibit
4.3 to our Current Report on Form 8-K filed July 8,
2010)
|
-3-
SIGNATURE
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.
|
First
Blush Brands, Inc.
|
||||
|
(Registrant)
|
||||
|
Date:
|
August 19,
2010
|
By:
|
/s/
Barrett Carrere
|
|
|
Barrett
Carrere
|
||||
|
Chief
Financial Officer
|
||||
-4-