Attached files
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| EX-10.1 - STOCKHOLDERS' AGREEMENT - RumbleOn, Inc. | svtc_ex101.htm |
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 24,
2016
Smart
Server, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
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000-55182
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46-3951329
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4521 Sharon Road
Suite 370
Charlotte, North Carolina
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28211
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(Address of Principal Executive Offices)
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(Zip Code)
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(980)
297-2000
(Registrant’s Telephone Number, Including Area
Code)
(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:
☐
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.
The
information set forth in Item 5.01 of this Current Report on Form
8-K is incorporated by reference into this item.
Item
5.01. Changes in Control of Registrant.
On
October 24, 2016, Berrard Holdings Limited Partnership
(“Berrard Holdings”) sold an aggregate of 3,312,500
shares of common stock (the “Shares”) of Smart Server,
Inc. (the “Company”) to Marshall Chesrown
(“Chesrown”) and certain other purchasers (together
with Chesrown, the “Stockholders”), pursuant to a
letter agreement (each, a “Purchase Agreement”), dated
October 24, 2016 (the "Transaction"). The 2,412,500 Shares acquired
by Chesrown represent 43.9% of the Company’s issued and
outstanding shares of common stock. The remaining shares owned by
Berrard Holdings after giving effect to the transaction represent
39.3% of the Company’s issued and outstanding shares of
common stock. The aggregate purchase price for the Shares was
$139,125.00, which the Stockholders paid from cash on
hand.
In
connection with the Transaction, the Company, Berrard Holdings,
Steven R. Berrard (“Berrard”), and the Stockholders
entered into a Stockholders' Agreement, dated as of October 24,
2016 (the “Stockholders' Agreement”), whereby the
parties agreed to take all necessary actions to (i) set the size of
the board of directors of the Company at five (5) members as of the
date of the Stockholders' Agreement, (ii) elect to the board of
directors of the Company three (3) directors designated by
Chesrown, until the date when Chesrown’s equity holdings in
the Company fall below the Minimum Threshold (as defined in the
Stockholders' Agreement), and (iii) elect to the board of directors
of the Company one (1) director designated by Berrard, until the
date when Berrard’s equity holdings in the Company fall below
the Minimum Threshold. The Stockholders' Agreement also contains
certain restrictions on transfer of the shares, customary
representations and warranties and certain procedural and
information rights related to the foregoing obligation to
vote.
The
foregoing description of the Stockholders' Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Stockholders' Agreement, a copy of which is filed
as Exhibit 10.1 hereto and is hereby incorporated into this report
by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
In
connection with the change in control of the registrant described
in Item 5.01 above, on October 24, 2016, Berrard resigned as the
Company's Chief Executive Officer and Chesrown was appointed
Chairman and Chief Executive Officer of the Company. Berrard
continues to serve as a director, the Interim Chief Financial
Officer and the Secretary of the Company.
Marshall Chesrown,
59, has over 35 years of leadership experience in the automotive
retail sector. From December 2014 to September 2016, Mr. Chesrown
served as Chief Operating Officer and as a director of Vroom.com,
an online direct car retailer. Mr. Chesrown served as Chief
Operating Officer of AutoAmerica, an automotive retail company,
from May 2013 to November 2014. Previously, Mr. Chesrown served as
the President of Chesrown Automotive Group from January 1985 to May
2013, which was acquired by AutoNation, Inc. (“AutoNation”),
a leading automotive retail company, in 1997. Mr. Chesrown served
as Senior Vice President of Retail Operations for AutoNation from
1997 to 1999. From 1999 to 2013, Mr. Chesrown served as the
Chairman and Chief Executive Officer of Blackrock Development, a
real estate development company widely known for development of the
nationally recognized Golf Club at Black Rock.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On
October 24, 2016, the board of directors of the Company changed the
Company's fiscal year end from November 30 to December 31, which
change will be reflected in the Company's Annual Report on Form
10-K for the year ending December 31, 2016. Because the transition
period is one month, no transition report will be
required.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Stockholders'
Agreement, dated October 24, 2016, by and between Smart Server,
Inc., Berrard Holdings Limited Partnership, Steven R. Berrard and
the Stockholders.
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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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SMART
SERVER, INC.
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Date: October 28,
2016
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By:
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/s/
Steven
R. Berrard
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Steven R.
Berrard
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Interim Chief Financial Officer and Secretary |
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EXHIBIT INDEX
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Exhibit No.
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Description
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Stockholders'
Agreement, dated October 24, 2016, by and between Smart Server,
Inc., Berrard Holdings Limited Partnership, Steven R. Berrard and
the Stockholders.
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