UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2012
James River Holdings Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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45-2579623
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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For correspondence, please contact:
Jillian Ivey Sidoti, Esq.
38730 Sky Canyon Drive – Ste A
Murrieta, CA 92563
(323) 799-1342 (phone)
jillian@jilliansidoti.com
2847 S. Ingram Mill, Suite B100
Springfield, MO 65804
(Address of principal executive offices)
417-881-7818
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))v
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Item 1.01 Entry into a Material Definitive Agreement
See the disclosure under Items 2.01 of this report on Form 8-K, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition of Disposition of Assets
On November 21, 2012, James River Holdings Corporation (the “Company”) acquired the assets of 4 State Asphalt & Sealing, LLC (“4 State”). The transaction included $1.035M in financing from Liberty Bank and $1.2M in seller financing from Robert G. Sorenson and Patricia G. Sorenson. The acquisition included over-the-road truck and trailers, dump truck, backhoe, paving laydown machines, seal-coating tanks and application machines, crackfill melters and application machines, graders, service vehicle fleet, cargo trailers, and merchandise inventory. No existing contracts, ongoing service agreements, or employees were included in the transaction.
The Company plans to provide commercial parking lot maintenance and repair services with the acquired assets through establishment of a new brand, “PaveCare,” and hopes to provide services to one of the world's largest retailers through an introduction provided by the sellers of the 4 State assets. This acquisition of assets will enable the Company to serve clients throughout a 20 state trade area of the Central U.S.
The Company plans are to offer product lines which include asphalt seal-coating, concrete crack filing, asphalt milling & repaving, and to build-out a Rapid Response & Repair division to service corporate clients.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 21, 2012, the Company entered into a promissory note with the sellers of the assets referenced in Item 2.01 for $1,200,000.
Statement Regarding Forward-Looking Information
The information above contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “intend,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements, including but not limited to, the factors detailed in our S-1 Registration Statement deemed effective on February 1, 2012, and other documents filed from time to time with the Securities and Exchange Commission.
Some factors that might cause such a difference include, but are not limited to, the following: risks associated with our investment strategy; a worsening economic environment in the U.S. or globally (including financial market fluctuations); risks associated with real estate markets, including declining real estate values; the availability of proceeds from our offering of our shares; the lack of available debt for us or debt on acceptable terms; the use of debt to finance our business activities, including refinancing and interest rate risk and our failure to comply with debt covenants; increased competition for properties and/or tenants; defaults or non-renewal of leases by tenants; failure to lease properties at all or on favorable terms; material adverse actions or omissions by any joint venture partners; increases in operating costs and other expenses; losses in excess of our insurance coverage; unknown liabilities of acquired properties; changes in government regulations or accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; inaccuracies of our accounting estimates; and our ability to identify and close on suitable investments. Given these uncertainties, we caution you not to place undue reliance on such statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.
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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.
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June 26, 2013
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James River Holdings Corporation
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By:
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/s/ J. Barry Watts
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Name:
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J. Barry Watts
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Title:
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Chief Executive Officer
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