Attached files
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| EX-10.1 - AGREEMENT - DEFENSE INDUSTRIES INTERNATIONAL INC | ex10_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
October 27,
2010
Date of
Report
(Date of
earliest event reported)
Defense
Industries International, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30105
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84-1421483
|
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification No.)
|
12 Hamefalsim Street, Petach
Tikva 49514, Israel
(Address
of principal executive offices and zip code)
+
972-3-7168383
(Registrant’s
telephone number, including area code)
Not
Applicable
(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):
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*
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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*
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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*
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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
1.01 Entry
into a Material Definitive Agreement.
On
October 27 2010, Mayotex Ltd., a subsidiary of the Registrant, or Mayotex,
entered into an Investment Agreement for the Subscription to and Sale of Shares
of Mayo-Ben Investments and Development Ltd., or Mayo-Ben. Pursuant to the
Investment Agreement, Mayotex has agreed to invest up to US$1,500,000 in
Mayo-Ben, a real estate company holding industrial properties in Israel which
are partially occupied by the registrant’s subsidiaries, in consideration for
the purchase of approximately 20 per cent of the share capital of Mayo-Ben on a
fully diluted basis. The subscription price is subject to adjustment based on an
appraisal of the properties to be conducted by a major accounting firm in
Israel.
Mayotex
has also agreed to lend Mayo-Ben US$1,000,000, which funds will be utilized by
Mayo-Ben to improve and renovate the industrial properties, subject to and upon
the terms of the Investment Agreement. Within the framework of a recent
amendment to the Disengagement Law, certain of the Registrant’s subsidiaries are
eligible to apply for additional compensation under such law, subject to certain
requirements, including investment in the factories and properties to which they
moved their activities and businesses within the framework of the execution of
the Disengagement Law, such as the properties held by Mayo-Ben. The Registrant
expects that a portion of the grants, if any, to be received from the Israeli
government within the above framework, will be used (subject to the amount
granted), with funds to be invested by Mayo-Ben, for renovations and
improvements to the properties occupied by the Registrant’s subsidiaries and
will entitle the Registrant’s subsidiaries to apply for additional grants and
tax benefits.
The
Registrant has agreed to forgive the loan in the event that Mayo-Ben invests at
least US$1,000,000 in the renovation and improvement of the properties in
accordance with a renovation plan agreed to by both parties to the complete
satisfaction of the Registrant within a three (3) year period commencing on the
first closing date of the transaction, of which at least US$200,000 must be
spent for such renovations prior to August 30, 2011.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
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10.1
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Investment
Agreement for the Subscription to and Sale of Shares of Mayo-Ben
Investments and Development Ltd.
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.
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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 thereunto duly
authorized.
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Date:
November 2, 2010
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DEFENSE
INDUSTRIES INTERNATIONAL, INC.
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By:
/s/Uri Nissani
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Name:
Uri Nissani
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Title:
Director
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EXHIBIT
INDEX
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Exhibit
Number
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Description of
Exhibit
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10.1
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Investment
Agreement for the Subscription to and Sale of Shares of Mayo-Ben
Investments and Development Ltd.
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