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): AUGUST 11, 2011
(AUGUST 10, 2011)
TIRE INTENATIONAL ENVIRONMENTAL SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-28323 98-0368586
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1620 CYPRESS GARDENS ROAD, MONCKS CORNER, SC 29461
(Address of principal executive offices) (Zip Code)
(843) 761-7955
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):
[ ] Written communications 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 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 10, 2011 Tire International Environmental Solutions Inc. (the
"Company") entered into a Letter of Intent (the "LOI") with Viva Recycling of
South Carolina, Inc. "Viva"). Under the LOI the Company proposes to acquire all
of the stock of Viva, a Delaware corporation organized for the purpose of
developing an integrated tire recycling, crumb rubber manufacturing and molded
recycled rubber product business.
Viva's acquisition targets are a consolidated base of assets and companies
through a series of acquisitions that are licensed to accept and process waste
tires and abatement tires pursuant to contracts with governmental units, private
individuals and other companies and operate a tire collection, shredding and
crumb rubber facility at 1620 Cypress Gardens Road, Moncks Corner, South
Carolina 29461 (the "Moncks Corner Facility"). The integrated business of
accepting waste tires, processing waste tires, operating the Moncks Corner
Facility and making molded rubber products, collectively, is the "Core
Business".
Viva will utilize the Company's $30.5 million allocation and inducement
resolution for a private activity bond issued authorized by the South Carolina
Jobs - Economic Development Authority (the "JEDA Bonds") to complete the
purchases of the assets required for the Core Business. The merger will be
contingent upon Viva being able to close the JEDA Bonds in the amount of at
least $25 million.
This LOI is a critical step in executing the Company's Southeastern United
States strategy as part of the larger North American waste tire collection,
processing, crumb rubber production and recycled rubber-based finish product
businesses. TRIE will utilize one of its wholly owned subsidiaries, Tonmik
Import Export Solutions, Inc. ("Tonmik") to effect a merger with Viva.
Viva will use the proceeds of the JEDA Bonds to:
(a) Complete the purchase of the Real Estate consisting of 22 acres of
land, including a 98,000 square foot tire recycling complex and the related
improvements, commonly known as 1620 Cypress Gardens Road, Moncks Corner, South
Carolina 29461;
(b) Arrange and complete the purchase of the molding equipment currently
located in China;
(c) Amend the Company's agreement presently outstanding to purchase
certain equipment from Tires, SPA to enter into a letter of intent to acquire
such equipment in exchange for a portion of the JEDA Bond proceeds and 450
shares of Viva preferred stock, Series B;
(d) Pay all JEDA Bond closing costs; and
(e) Fund the required debt service reserve, construction interest fund
and required working capital.
In addition, Viva will complete the following acquisitions:
(a) Viva shall have completed the exchange of all of the stock of
Charles View Transport, Inc and Tirestone, Inc. for 1,450 shares of Viva
preferred stock, Series A; and
(g) Viva shall have completed the purchase of all of the assets of
Energy City, LLC ("Energy City") on a debt free basis for 400 shares of Viva
preferred stock, Series C. The number of shares of Series C preferred stock to
be issued is subject to adjustment if it is necessary to retire existing
liabilities of Energy City as a part of the acquisition of Energy City's assets.
The number of shares of Viva preferred stock, Series C, to be issued will be
reduced to offset any shares of TRIE common stock required to be sold in an
equity placement, divided by 10,000, to retire the Energy City liabilities that
must be assumed.
If the JEDA Bond closing condition is met, the merger would have the
following terms:
(a) Antonio Care would terminate his conversion rights as to 14.5
million shares under a TRIE convertible note now outstanding;
(b) Each share of Viva common stock outstanding as of the date of
closing will be exchanged for 175 shares of the Company's common stock;
(c) Each share of Viva preferred stock, Class A will be exchanged for
10,000 shares of the Company's common stock;
.(d) If the Tire SpA transaction has been completed, each share of Viva
preferred stock, Class B will be exchanged for 10,000 shares of the Company's
common stock; and
(e) Each share of Viva preferred stock, Class C will be exchanged for
10,000 shares of the Company's common stock.
The merger is also subject to a definitive Merger Agreement and required
due diligence by the Company. The letter of intent and the offer to merge will
automatically be terminated as of October 1, 2011 without any liability of any
party to the other party, unless the parties have executed a Merger Agreement by
that time, or unless the parties mutually agree in writing to extend the term of
the letter of intent.
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 hereunto duly authorized.
TIRE INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
August 11, 2011
By: /s/ Martin Sergi
Martin Sergi
Its: Chief Financial Officer
