Attached files
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| EX-2.1 - Chartwell International, Inc. | v200072_ex2-1.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): October 27, 2010 (October 21,
2010)
Chartwell
International, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-51342
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95-3979080
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(State
or other jurisdiction
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(Commission
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(IRS
Employer Identification No.)
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of
incorporation)
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File
Number)
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7637
Leesburg Pike
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Falls
Church, VA
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22043
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (703) 635-7980
(Former
name or 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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.03 Bankruptcy or Receivership.
On August
16, 2010 the registrant filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern
District of New York (Case No. 10-37462). On October 21, 2010 the U.S.
Bankruptcy Court confirmed the registrant's plan of
reorganization. Under the plan of reorganization, pursuant to
section 1145 of the Bankruptcy Code, freely tradable shares of the newly
reorganized registrant will be issued as follows: 90% to Energy Resources
Holdings, LLC ("ERH"), 5% to the holders of unsecured claims and 5% to the
existing holders of shares of the registrant's common stock and preferred
stock. Under the plan of reorganization, the registrant has
21,994,013 shares of its common stock issued and outstanding, which shares will
be subject to a 1:2 reverse stock split whereby each two outstanding shares of
common stock will be exchanged for one share of common stock, following which
the registrant will issue 98,973,058 shares to ERH, 5,498,503 shares to the
holders of unsecured claims and 5,498,503 shares to the existing holders of its
common and preferred stock. Under the plan of reorganization, the registrant
will merge with ERH--following the 1:2 reverse stock split, change of name to
Covalent International, Inc., increase in authorized shares of common stock to
500 million and distribution of stock as set forth above--that will result in
the registrant owning a number of gas exploration and production projects in
Botswana, Ukraine, the Republic of Georgia and the Commonwealth of Virginia that
the registrant believes have large production potential based upon proven,
probable and prospective gas-in-place reserves in these projects. As
of the date of confirmation, the assets of the registrant are as set forth in
the registrant's voluntary Chapter 11 petition that reflected a range of assets
between $50,001 and $100,000 and liabilities in a range of $100,001 and
$10,000,000.
The above is a summary of the plan of
reorganization and is qualified in its entirety by the plan of reorganization
that is attached to this Current Report on Form 8-K as Exhibit 2.1 and
incorporated herein.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
2.1 Plan
of Reorganization, confirmed October 21, 2010
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 thereunto
duly authorized.
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Date:
October 27, 2010
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Chartwell
International, Inc.
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By:
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/s/
Imre Eszenyi
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Imre
Eszenyi
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Acting
President and Chairman
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