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): October 20, 2014

A.C. SIMMONDS AND SONS INC.

(Exact Name of Registrant as Specified in its Charter)

3565 King Rd., King City, Ontario, Canada L7B 1M3
(Address of principal executive offices)

(905) 833-9845
(Registrant’s telephone number, including area code)

N/A

(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:

Item 1.01:      Entry into a Material Definitive Agreement.

On October 20, 2014, A.C. Simmonds and Sons Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with 2072906 Ontario Limited O/A Plasticap, a corporation incorporated under the laws of Ontario (“Plasticap”) and Mr. Tom Lato and Mr. Peter Gossmann, the shareholders of Plasticap, to purchase all of the issued and outstanding shares of Plasticap from Mr. Lato and Mr. Gossmann.

The Company agreed to acquire all of the outstanding shares of Plasticap in consideration for a total of Three Hundred Thousand (300,000) shares of the Company’s Common Stock and Seven Hundred Thousand (700,000) shares of the Company’s Series A-6 6% 2014 Convertible Redeemable Preferred Stock, par value $.001 per share (the “Series A-6 6% Preferred Stock”). The Series A-6 6% Preferred Stock has a stated value of $10.00 per share and is convertible into the Company’s Common Stock at a conversion value of $10.00 per share. The Series A-6 6% Preferred Stock has a 6% dividend paid annually in arrears on a non-cumulative basis.

The Purchase Agreement also provides that the Company shall enter into an employment agreement with Mr. Gossmann, pursuant to terms that are customary in the industry.

Item 2.01:      Completion of Acquisition or Disposition of Assets.

Acquisition of Plasticap

On October 20, 2014, the Company completed the acquisition of Plasticap, pursuant to the terms and conditions of the Purchase Agreement, as described in Item 1.01 above and incorporated into this Item 2.01 by reference thereto. Plasticap is a manufacturer of specialty caps and closures for a number of vertical markets, including Food, Dairy, Beverages, Condiments, Industrial, Petro-Chemical, Medical and Pharmaceutical and a critical supply chain partner to many corporations.

Item 3.02:      Unregistered Sales of Equity Securities.

Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosures are incorporated herein by reference. The shares of Series A-6 6% Preferred Stock disclosed in Item 1.01 above were sold by the Company in reliance upon the exemption from securities registration provided by Regulation S promulgated under the U.S. Securities Act of 1933, as amended.

Item 8.01:      Other Events.

Press Release

On October 22, 2014, the Company issued a press release. A copy of such press release is attached hereto as Exhibit 99.1.

Item 9.01:      Financial Statements and Exhibits.

The Company will file the financial statements of the newly acquired business by amendment to this Report within 71 calendar days after the date this Report is due, as permitted by Instruction (a)(4) to Item 9.01 of Form 8-K.

The Company will file pro forma financial information regarding the newly acquired business by amendment to this Report within 71 calendar days after the date this Report is due, as permitted by Instruction (a)(4) to Item 9.01 of Form 8-K.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.