Attached files
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 25, 2015
CME REALTY, INC.
(Exact name of registrant as specified in its charter)
Nevada 001-36549 46-2084743
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
2690 Weston Road, Suite 200, Weston, FL 33331
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 458-9996
(Former name or 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 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 (17CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
As used in this Current Report on Form 8-K and unless otherwise indicated, the
terms the "the COMPANY," "CME," "WE," "US" and "our" refer to CME Realty, Inc.
and its wholly-owned subsidiary V Georgio, Inc. ("VGE").
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 25, 2015 (the "CLOSING DATE"), the Company entered into an Asset
Purchase Agreement (the "PURCHASE AGREEMENT") with Victor G Harvey, Sr. and V
Georgio Enterprises, LLC (collectively, "SELLERS"), pursuant to which it
consummated the purchase of the worldwide intellectual property, rights, and
related assets (the "ASSETS") of V Georgio Vodka, an ultra-premium brand of
traditional and flavored vodkas (the "TRANSACTION"). We acquired the Assets in
exchange for the issuance to Sellers of 1.4 million "RESTRICTED" shares of our
common stock (the "CME SHARES") and $1.0 million in cash, to be paid over a one
year period. Payment of the $1.0 million cash portion of the purchase price for
the Assets is secured by a first priority security interest thereon granted by
CME to the Sellers pursuant to a Security Agreement entered into on the Closing
Date (the "SECURITY AGREEMENT") between the Company and the Sellers.
The issuance of the CME Shares in connection with consummation of the
Transaction was not registered under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), in reliance upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer
not involving any public offering. The CME Shares are "RESTRICTED" and may not
be offered or sold by the holder absent registration under the Securities Act
and applicable state securities laws or the availability of an applicable
exemption from the registration requirements.
On the Closing Date, Mr. Harvey also was appointed Chief Executive Officer of
VGE, the newly-incorporated subsidiary of the CME formed to implement our
strategy to relaunch, market, and ultimately distribute V Georgio Vodka
throughout the U.S. and internationally. VGE also entered into a three-year
employment agreement with Mr. Harvey (the "HARVEY EMPLOYMENT AGREEMENT")
providing for an initial base annual salary of $120,000, subject to periodic
review by the board of directors. The Harvey Employment Agreement contains
confidentiality, non-competition and non-solicitation covenants.
On the Closing Date, we entered into a three-year employment agreement with
Vincent Prince, our recently appointed Chief Financial Officer and Secretary
(the "PRINCE EMPLOYMENT AGREEMENT"). The Prince Employment Agreement provides
for an initial base annual salary of $120,000, subject to periodic review by the
board of directors and contains confidentiality, non-competition and
non-solicitation covenants. In addition, in order to compensate Mr. Prince for
services rendered to the Company on a consulting basis with respect to
development and implementation of our business plan during since March 1, 2015,
on the Closing Date, we also entered into a Consulting Agreement (the
"CONSULTING AGREEMENT") with a firm owned by Mr. Prince, providing for a
one-time payment of $175,000.
The description of the Transaction and various agreements entered into by the
Company as described above are qualified by reference to the Purchase Agreement,
the Security Agreement, the Harvey Employment Agreement, the Prince Employment
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Agreement and the Consulting Agreement, copies of which are filed as Exhibits to
this Current Report on Form 8-K and incorporated herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
ITEM 5.01. CHANGES IN CONTROL OF THE REGISTRANT.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
The disclosure set forth in ITEM 1.01 of this Current Report on Form 8-K is
incorporated into this item by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit Number Description
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10.1 Asset Purchase Agreement dated August 25, 2015, by and among CME
and Sellers
10.2 Security Agreement dated August 25, 2015, by and among CME and
Sellers
10.3 Employment Agreement dated August 25, 2015, by and between VGE
and Victor G. Harvey, Sr.
10.4 Employment Agreement dated August 25, 2015, by and between the
Company and Vincent Prince
10.5 Consulting Agreement dated August 25, 2015, by and between the
Company and LandAmerica Holdings & Investments Group, LLC
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SIGNATURE
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.
CME REALTY, INC.
Dated: August 31, 2015 By: /s/ Kenneth McLeod
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Kenneth McLeod, President
