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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 9, 2014
OAKRIDGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-1937 41-0843268
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
400 WEST ONTARIO STREET, CHICAGO, ILLINOIS 60654
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 505-9267
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 May 8, 2014, Oakridge Holdings, Inc. (the "Company") entered into an
Agreement to Purchase (the "Agreement") with Melvin L. Zimmerman, pursuant to
which the Company agreed to sell to Mr. Zimmermanits shares of common stock of
Stinar Corporation ("Stinar"), a wholly-owned subsidiary of the Company.
Stinar owns the assets used in the operation of the Company's Aviation Ground
Support Equipment segment, which is the Company's sole operating segment
following the sale of the Company's Cemetery segment in December 2013.
The purchase price payable to the Company under the Agreement is $3,800,000
and is payable in cash at the closing of the transactions contemplated by the
Agreement (the "Closing"). The Agreement provides that the Company will
indemnify and hold harmless Mr. Zimmerman from all claims, liabilities or
obligations arising out of Stinar's operations prior to the Closing. The
Agreement also provides that Mr. Zimmerman will indemnify and hold harmless
the Company from all claims, liabilities or obligations arising out of Stinar's
operations after the Closing. Mr. Zimmerman and the Company will pro rate rent,
utilities and prepaid expenses as of the Closing pursuant to the Agreement.
The Company also will assume all long-term liabilities of Stinar as of the
Closing pursuant to the Agreement.
The Closing is conditioned upon the Company delivering any consents necessary
to assign to Mr. Zimmerman any property leases to which Stinar is a party and
all licenses, permits and franchise agreements necessary to operate or acquire
Stinar's business being obtained by, or transferred to, Mr. Zimmerman. The
Closing also is contingent upon Mr. Zimmerman's review and approval of Stinar's
financial statements on or before May 15, 2014.
The foregoing summary of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement to Purchase, dated May 9, 2014, by and between
Melvin L. Zimmerman and Oakridge Holdings, Inc.
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.
OAKRIDGE HOLDINGS, INC.
Date: May 15, 2014 /s/ Robert C. Harvey
Robert C. Harvey
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of the Board of Directors
EXHIBIT INDEX
Exhibit Description Method of Filing
2.1 Agreement to Purchase, dated May 9, 2014, Filed Electronically
by and between Melvin L. Zimmerman and
Oakridge Holdings, Inc.
