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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): July 25, 2013
STEVIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-53781 98-0537233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7117 US 31 S
Indianapolis, IN 46227
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (888) 250-2566
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 July 25, 2013, the Supreme Court of the State of New York, County of New
York (the "Court"), entered an order (the "Order") approving, among other
things, the fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities
Act"), in accordance with a stipulation of settlement (the "Settlement
Agreement") between Stevia Corp., a Nevada corporation (the "Company"), and
Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), in
the matter entitled Hanover Holdings I, LLC v. Stevia Corp., Case No.
156345/2013 (the "Action"). Hanover commenced the Action against the Company on
July 12, 2013 to recover $1,042,000 of past-due accounts payable of the Company,
which Hanover had purchased from a vendor of the Company pursuant to the terms
of a separate receivable purchase agreement between Hanover and such vendor (the
"Assigned Account"), plus fees and costs (the "Claim"). The Assigned Account
relates to certain farming supplies provided to the Company by the vendor. The
Order provides for the full and final settlement of the Claim and the Action.
The Settlement Agreement became effective and binding upon the Company and
Hanover upon execution of the Order by the Court on July 25, 2013.
Pursuant to the terms of the Settlement Agreement approved by the Order, on
July 26, 2013, the Company issued and delivered to Hanover 7,500,000 shares (the
"Settlement Shares") of the Company's common stock, $0.001 par value (the
"Common Stock"). Giving effect to such issuance, the Settlement Shares represent
approximately 9.88% of the total number of shares of Common Stock presently
outstanding. The Settlement Agreement provides that the Settlement Shares will
be subject to adjustment on the trading day immediately following the
Calculation Period (as defined below) to reflect the intention of the parties
that the total number of shares of Common Stock to be issued to Hanover pursuant
to the Settlement Agreement be based upon a specified discount to the trading
volume weighted average price (the "VWAP") of the Common Stock for a specified
period of time subsequent to the Court's entry of the Order. Specifically, the
total number of shares of Common Stock to be issued to Hanover pursuant to the
Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by
dividing (A) $1,042,000 (representing the total amount of the Claim), by (B) 65%
of the average of the lowest 40 VWAPs of the Common Stock over the
120-consecutive trading day period (subject to extension under the Settlement
Agreement) immediately following the date of issuance of the initial Settlement
Shares (or such shorter trading-day period as may be determined by Hanover in
its sole discretion by delivery of written notice to the Company) (the
"Calculation Period"); (ii) the quotient obtained by dividing (A) $22,500,
representing (1) $25,000 of Hanover's legal fees and expenses incurred in
connection with the Action that the Company has agreed to pay less (2) $2,500
heretofore paid by the Company, by (B) 100% of the VWAP of the Common Stock over
the Calculation Period; and (iii) the quotient obtained by dividing (A) agent
fees of $83,360, by (B) 100% of the VWAP of the Common Stock over the
Calculation Period, rounded up to the nearest whole share (the "VWAP Shares").
As a result, the Company ultimately may be required to issue to Hanover
substantially more shares of Common Stock than the number of Settlement Shares
initially issued (subject to the limitations described below). The Settlement
Agreement further provides that if, at any time and from time to time during the
Calculation Period, Hanover reasonably believes that the total number of
Settlement Shares previously issued to Hanover shall be less than the total
number of VWAP Shares to be issued to Hanover or its designee in connection with
the Settlement Agreement, Hanover may, in its sole discretion, deliver one or
more written notices to the Company, at any time and from time to time during
the Calculation Period, requesting that a specified number of additional shares
of Common Stock promptly be issued and delivered to Hanover or its designee
(subject to the limitations described below), and the Company will upon such
request reserve and issue the number of additional shares of Common Stock
requested to be so issued and delivered in the notice (all of which additional
shares shall be considered "Settlement Shares" for purposes of the Settlement
Agreement). At the end of the Calculation Period, (i) if the number of VWAP
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Shares exceeds the number of Settlement Shares issued, then the Company will
issue to Hanover or its designee additional shares of Common Stock equal to the
difference between the number of VWAP Shares and the number of Settlement
Shares, and (ii) if the number of VWAP Shares is less than the number of
Settlement Shares, then Hanover or its designee will return to the Company for
cancellation that number of shares of Common Stock equal to the difference
between the number of VWAP Shares and the number of Settlement Shares. Hanover
may sell the shares of Common Stock issued to it or its designee in connection
with the Settlement Agreement at any time without restriction, even during the
Calculation Period.
The Settlement Agreement provides that in no event shall the number of
shares of Common Stock issued to Hanover or its designee in connection with the
Settlement Agreement, when aggregated with all other shares of Common Stock then
beneficially owned by Hanover and its affiliates (as calculated pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder), result in the beneficial
ownership by Hanover and its affiliates (as calculated pursuant to Section 13(d)
of the Exchange Act and the rules and regulations thereunder) at any time of
more than 9.99% of the Common Stock.
Furthermore, the Settlement Agreement provides that, for so long as Hanover
or any of its affiliates hold any shares of Common Stock, Hanover and its
affiliates are prohibited from, among other actions: (1) voting any shares of
Common Stock owned or controlled by Hanover or its affiliates, or soliciting any
proxies or seeking to advise or influence any person with respect to any voting
securities of the Company; or (2) engaging or participating in any actions,
plans or proposals that relate to or would result in, among other things, (a)
acquiring additional securities of the Company, alone or together with any other
person, which would result in Hanover and its affiliates collectively
beneficially owning or controlling, or being deemed to beneficially own or
control, more than 9.99% of the Common Stock or other voting securities of the
Company (as calculated pursuant to Section 13(d) of the Exchange Act and the
rules and regulations thereunder), (b) an extraordinary corporate transaction
such as a merger, reorganization or liquidation of the Company or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries, (d) changes in the present board of
directors or management of the Company, (e) material changes in the
capitalization or dividend policy of the Company, (f) any other material change
in the Company's business or corporate structure, (g) changes in the Company's
charter, bylaws or similar instruments or other actions which may impede the
acquisition of control of the Company by any person or entity, (h) causing a
class of securities of the Company to be delisted, or (i) causing a class of
equity securities of the Company to become eligible for termination of
registration under the Exchange Act; or (3) any actions similar to the
foregoing. These prohibitions may not be modified or waived without further
order of the Court.
The description of the Settlement Agreement and the Order does not purport
to be complete and is qualified in its entirety by reference to the Settlement
Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein
by reference, and the Order, which is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
The information set forth in Item 1.01 of this report is incorporated
herein by reference.
The issuance of Common Stock to Hanover pursuant to the terms of the
Settlement Agreement approved by the Order is exempt from the registration
requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an
issuance of securities in exchange for bona fide outstanding claims, where the
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terms and conditions of such issuance are approved by a court after a hearing
upon the fairness of such terms and conditions at which all persons to whom it
is proposed to issue securities in such exchange shall have the right to appear.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
Exhibit
Number Description
------ -----------
10.1 Stipulation of Settlement between the Company and Hanover, dated
July 16, 2013
99.1 Order Approving Fairness, Terms and Conditions of Exchange and
Issuance Pursuant to Section 3(a)(10) of the Securities Act of
1933, as amended, dated July 25, 2013
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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.
Date: July 26, 2013 STEVIA CORP.
By: /s/ George Blankenbaker
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George Blankenbaker
President
