Attached files
| file | filename |
|---|---|
| EX-10.7 - Umami Sustainable Seafood Inc. | v198019_ex10-7.htm |
| EX-99.1 - Umami Sustainable Seafood Inc. | v198019_ex99-1.htm |
| EX-10.8 - Umami Sustainable Seafood Inc. | v198019_ex10-8.htm |
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): September 27, 2010
Umami
Sustainable Seafood Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52401
|
98-0636182
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
405
Lexington Avenue
26th Floor,
Suite 2640
New York, NY
10174
(Address
of principal executive offices) (zip code)
212-907-6492
(Registrant’s
telephone number, including area code)
(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):
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))
As
disclosed previously, on July 20, 2010, Umami Sustainable Seafood Inc. (the
“Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with Corposa, S.A. de C.V. (“Corposa”), Holshyrna ehf, (“Holshyrna”) and certain
other parties, providing for the sale from Corposa and Holshyrna of 33% of the
equity of Baja Aqua Farms, S.A. de C.V., a Mexican corporation (“Baja”) and its
affiliate Oceanic Enterprises, Inc., a California corporation.
Under the
terms of an Option Agreement of even date therewith (the “Option Agreement”, and
together with the Purchase Agreement, the “Agreements”), the Company also
acquired the option (the “Option”), exercisable by September 15, 2010, to
purchase all remaining Baja shares in consideration for the issuance of a)
10,000,000 restricted shares of common stock of the Company and b) the payment
in cash of $10 million, which payment was to have been financed through the sale
of a portion of Baja’s inventory. On September 15, 2010, the
Company exercised the Option and on September 27, 2010, the parties to the
Agreements entered into amendments (the “Amendments”) to each of the Agreements,
as follows:
|
·
|
The
Company will permit Baja to distribute an additional $2 million capital to
certain of its shareholders (the “Shareholder
Payments”).
|
|
·
|
The
Company will cause Baja to pay amounts owed to Corposa and Holshyrna by
November 30, 2010 which were borrowed by Baja in order to meet its working
capital needs. On September 27, 2010 such amounts were
approximately $10.0 million (the “Amounts Owed to
Shareholders”).
|
|
·
|
The
Company will fund any deficit in cash flow required to continue to operate
Baja.
|
|
·
|
Capital
required in excess of amounts generated will be funded by Umami as loans
to Baja (the “Umami Loans”).
|
|
·
|
The
closing date for the Option payment ($10 million in cash and 10 million
shares) was extended to November 30,
2010.
|
|
·
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The
Company will be allowed to use proceeds from sales of Baja’s inventory and
amounts financed using Baja’s assets as collateral for loans to fund the
Shareholder Payments, the Amounts Owed to Shareholders and Baja’s
operating expenses as well as the amount required for the final cash
option payment.
|
|
|
·
|
In
the event closing does not occur, Umami will remain a 33% shareholder
in Baja. Any Umami Loans remaining shall remain a debt of
Baja due to Umami and repaid through future operating cash flow of
Baja.
|
Item
9.01 Financial Statements and Exhibits.
Not
applicable
(b) Pro
forma financial information.
Not
applicable.
|
Exhibit
Number
|
Description
|
|
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10.7
|
Amendment
dated September 24, 2010 to Stock Purchase Agreement dated July 20,
2010
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10.8
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Amendment
dated September 24, 2010 to Option Agreement dated July 20,
2010
|
|
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99.1
|
Press
Release dated September 29, 2010.
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| UMAMI SUSTAINABLE SEAFOOD INC. | |||
|
October
1, 2010
|
By:
|
/s/ Daniel
G. Zang
|
|
|
Chief
Financial Officer
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