Attached files
file | filename |
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EX-10.2 - 4Less Group, Inc. | ex10-2.htm |
EX-10.1 - 4Less Group, Inc. | ex10-1.htm |
EX-10.4 - 4Less Group, Inc. | ex10-4.htm |
EX-10.3 - 4Less Group, Inc. | ex10-3.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: October 9, 2009
Date of
Earliest Event Reported: October 2, 2009
RX
SCRIPTED, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-152444
|
26-1580812
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
201
Creekvista Drive
Holly Springs, North
Carolina 27540
(Address
of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (919)
552-3133
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
On or
around October 2, 2009, MaryAnne McAdams, the then sole officer and Director of
RX Scripted, Inc. (the “Company,” “we,” and “us”) and David M.
Loev (collectively the “Shareholders”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”)
with Archetype Partners LLC, which is beneficially owned and controlled by
Robert Bryan Crutchfield, who became the sole officer and Director of the
Company due to the transactions described below (the “Purchaser”), pursuant
to which the Shareholders sold the Purchaser an aggregate of 2,336,000 shares of
the Company’s common stock (representing 71.2% of the Company’s outstanding
shares of common stock)(the “Shares”). The
purchase price paid by the Purchaser for the Shares was $185,000, of which
$100,000 was payable at the closing of the Purchase Agreement (the “Closing Payment”) and
$85,000 is payable within 45 days of the Closing (which amount if not paid bears
interest at the rate of 19.2% per annum). Additionally, the Purchase
Agreement provides that in the event the Purchaser or the Company affects a
transaction including, but not limited to, a Share Exchange Agreement, Stock
Purchase Agreement or similar agreement which results in a Change in Control (as
defined in the Purchase Agreement) of the Company, the Purchaser is required to
issue additional shares of common stock of the Company to the Shareholders such
that each Shareholder will own a minimum of 1% of the Company’s then outstanding
shares of common stock following such transaction.
In
addition to the Purchase Agreement, the Shareholders and the Purchaser also
entered into a Voting Agreement on or around October 2, 2009, pursuant to which
the Shareholders agree that for one year following the effective date of the
Purchase Agreement, the Shareholders would vote any shares of common stock which
they beneficially own and/or have voting control over (representing an aggregate
of 664,000 shares of common stock as of the date of this filing) as requested by
and/or pursuant to instructions provided by Purchaser. The Voting
Agreement also provides that if the Purchase shall fail to pay the Additional
Payment when due or shall otherwise breach the Purchase Agreement, subject to
the required notice and cure provisions of the Voting Agreement, that the Voting
Agreement shall terminate and be of no force or effect.
A
condition to the Purchase Agreement was the forgiveness by Kevin McAdams, the
former sole officer and Director’s husband of the approximately $33,700 of
principal and $1,910 of accrued interest which he was owed pursuant to a
Revolving Credit Promissory Note (as amended from time to time the “Credit Agreement”);
and the $27,500 of principal and $4,113 of accrued interest owed to The Loev Law
Firm, PC, whose manager is David M. Loev, the Company’s legal counsel (the
“Law Firm”)
pursuant to a Promissory Note effective September 18, 2007, evidencing legal
fees due (as amended from time to time, the “Note”) and certain
other accrued and unpaid legal fees owing to the Law Firm as of the date of the
Purchase Agreement (collectively the Credit Agreement, Note and accrued and
unpaid legal fees, defined herein as the “Debts”).
Mr.
McAdams and the Law Firm entered into separate Debt Extinguishment Agreements
with the Company on or around October 2, 2009, whereby each agreed to forever
forgive, release and extinguish any and all funds which they were due from the
Company as a result of the Debts for $10 and other good and valuable
consideration.
Finally,
following the closing of the Purchase Agreement, approximately $28,530 of the
Closing Payment was used by Ms. McAdams to satisfy certain outstanding
liabilities of the Company relating to outstanding accountant’s fees and certain
other liabilities of the Company, the result of which is that as of the date of
this filing the Company has no significant outstanding liabilities.
ITEM
5.01 CHANGES IN CONTROL OF REGISTRANT
As a
result of the Purchase Agreement and the Voting Agreement, Archetype Partners
LLC, has beneficial ownership of 2,336,000 shares of the Company’s common stock
(representing 71.2% of the Company’s outstanding shares of common stock) and
voting control over an additional 664,000 shares of the Company’s common stock,
giving Archetype Partners LLC rights to vote an aggregate of 3,000,000 shares of
the Company’s common stock, representing an aggregate of 91.4% of the Company’s
common stock based on the 3,282,500 shares of the Company’s common stock issued
and outstanding as of the date of this report. As a result, Archetype
Partners LLC has majority voting control over the Company and will therefore
exercise control in determining the outcome of all corporate transactions or
other matters, including the election and removal of Directors, mergers,
consolidations, the sale of all or substantially all of our assets, and also the
power to prevent or cause a change in control of the Company.
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ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Effective
October 2, 2009, MaryAnne McAdams, as the sole Director of the Company increased
the number of Directors of the Company from one (1) to two (2) and appointed
Robert Bryan Crutchfield as a Director of the Company to fill the vacancy left
by the increase in Directors pursuant to the power given to the Board of
Directors by the Company’s Bylaws. Subsequent to that appointment,
Ms. McAdams resigned as an officer and Director of the Company and Robert Bryan
Crutchfield remained as the sole Director of the Company and appointed himself
as Chief Executive Officer, President, Chief Financial Officer, Secretary and
Treasurer of the Company to fill the vacancy left by Ms. McAdams
resignation.
Mr.
Crutchfield’s biographical information is provided below:
Robert
Bryan Crutchfield, age 42
Mr.
Crutchfield has served as the founder and Principal of Archetype Partners LLC, a
Georgia limited liability company, since January 2009, which provides advisory
services to middle-market and emerging growth companies in accessing private
capital markets for equity and debt-related financing. From October
2007 to December 2008, Mr. Crutchfield served as Vice President of Knight Equity
Markets-Direct Trading Institutional, where he was responsible for electronic
trading execution products. From August 2005 to September 2007, Mr.
Crutchfield served as Senior Vice President of Emerging Growth Equities, where
he distributed research as an institutional sales person. From July
2003 to July 2004, Mr. Crutchfield was a Sales Trader with Pan American
Financial-Halpern Capital, where he managed trading and execution strategies for
various hedge funds. From November 2001 to October 2002, Mr.
Crutchfield was employed by The Griswold Company-Pulse Trading as an Execution
Trader, where he managed teams of direct access traders on the floor of the NYSE
and through over-the-counter execution. From July 2001 to October
2001, Mr. Crutchfield served as a Sales Trader with H.C. Wainright-Kevin Dann
& Partners. From March 1999 to March 2000, Mr. Crutchfield was
employed as a Proprietary Trader with First New York Securities/Electronic
Trading Group. From January 1996 to February 1997, Mr. Crutchfield
served as a Sales Trader with Southcoast Capital Corp/Johnson Rice
LLC. Mr. Crutchfield has also served in various other sales and/or
trading capacities with various other firms during the past 15
years.
Mr.
Crutchfield obtained his Bachelors Degree in Communications in 1990 from the
University of Georgia. He also has his Series 7, 63 and 55
certifications with the Financial Industry Regulatory Authority
(FINRA).
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO.
|
DESCRIPTION
|
10.1*
|
Stock
Purchase Agreement
|
10.2*
|
Voting
Agreement
|
10.3*
|
Debt
Extinguishment Agreement (Kevin McAdams)
|
10.4*
|
Debt
Extinguishment Agreement (David M.
Loev)
|
* Filed
herewith.
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.
RX SCRIPTED, INC.
|
|
Date:
October 9, 2009
|
By: /s/ Robert Bryan
Crutchfield
|
Robert
Bryan Crutchfield
|
|
Chief
Executive Officer
|
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