Attached files
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): December 14, 2009
Dragon’s Lair Holdings,
Inc.
(Exact
name of Registrant as Specified in its Charter)
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Florida
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0-53439
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26-1427633
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(State or Other Jurisdiction of Incorporation or
Organization)
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(Commission
file number)
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(I.R.S.
Employer Identification Number)
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785
NE 83rd
Terrace
Miami, Florida
33138
(Address
of Principal Executive Offices including Zip Code)
(786) 554-2771
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
On
December 14, 2009, Bobby R. Smith, Jr., and Frances Mize (collectively, the
“Purchaser”), completed the purchase of 5,928,235 shares of common stock of
Dragon’s Lair Holdings, Inc., a Florida corporation (the “Company”), pursuant to
(A) that certain Share Purchase and Sale Agreement dated December 14, 2009 by
and among Bobby R. Smith, Jr. and Frances Mize, as purchasers, and Talles
Investments, Inc., Michel Lemoine, Yamit Lemoine, H. Bradley Ress, Steve Kravitz
and Joseph R. Pierre-Louis, as sellers, for 5,828,235 shares of common stock of
the Company and (B) that certain Stock Purchase Agreement dated December 14,
2009 by and between Bobby R. Smith, Jr., as purchaser, and Island Capital
Management, LLC, as seller, for 100,000 shares of common stock of the
Company. The sales resulted in the transfer of 74.1 percent (74.1%)
of the issued and outstanding capital stock of the Company to Bobby Smith, Jr.
and Frances Mize for an aggregate cash purchase price in the amount of $300,000,
which resulted in a change in control of the Company. The description
of the material terms of the aforementioned agreements included in Items 5.01
and 5.02 of this Form 8-K are incorporated by reference into this
Item.
Item
5.01 Changes
in Control of Registrant
On
December 14, 2009, Bobby Smith, Jr. and Frances Mize consummated the purchase of
5,928,235 shares of common stock of the Company from Talles Investments, Inc.,
Michel Lemoine, Yamit Lemoine, H. Bradley Ress, Steve Kravitz, Joseph R.
Pierre-Louis and Island Capital Management, LLC, which constituted 74.1 percent
(74.1%) of the issued and outstanding shares of common stock of the Company for
an aggregate cash purchase price in the amount of $300,000. The
source of the funds for the purchase price for the shares of common stock of the
Company was from Four Star Investments, Inc., an Alabama corporation, which is
an affiliate of Bobby Smith, Jr. and Frances Mize. As a result of the
transactions, (i) Bobby R. Smith, Jr. owns individually 43.7 percent (43.7%) of
the issued and outstanding common stock of the Company and has the sole power to
vote and dispose of the such shares (ii) Frances Mize owns individually 30.4
percent (30.4%) of the issued and outstanding common stock of the Company and
has the sole power to vote and dispose of the such shares. As a
group, Bobby R. Smith, Jr. and Frances Mize maintain shared voting and
dispositive power with respect to 5,928,235 shares of common stock of the
Company, or 74.1 percent (74.1%) of the issued and outstanding shares, which
constitutes a majority of the issued and outstanding shares of common stock of
the Company. The Company has no other issued and outstanding shares
of capital stock. There are no arrangements or understandings among
members of both the former and new control groups and their associates with
respect to the election of directors or other matters. There are no
arrangements, known to the Company, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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Michel
Lemoine, Steve Kravitz, Joseph R. Pierre-Louis and H. Bradley Ress resigned as
directors of the Company on December 14, 2009, and Bobby R. Smith, Jr. and
Frances Mize were appointed as directors of the Company on the same
date. Also, on December 14, 2009, Bobby R. Smith, Jr., replaced Mr.
Lemoine as the President, Chief Executive Officer and Treasurer of the Company
and Frances Mize replaced Mr. Louis as the Secretary of the
Company. Bobby R. Smith, Jr. and Frances Mize will each serve their
terms as directors of the Company ending on the date of the next annual meeting
of the shareholders of the Company, or until his or her successor is duly
elected or qualified. Each of Michel Lemoine, Steve Kravitz, Joseph
R. Pierre-Louis and H. Bradley Ress stated in his letter of resignation that his
resignation does not in any way imply or infer any dispute or disagreement
relating to the Company’s operations, policies or practices.
Our
directors and executive officers and their respective ages as of December 17,
2009, are as follows:
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Name
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Age
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Principal Positions With
Us
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Bobby
R. Smith, Jr.
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46
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Chairman
of the Board, Chief Executive Officer, President and
Treasurer
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Frances
Mize
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63
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Secretary
and Director
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The
following describes the business experience of each of our executive officers
and directors, including other directorships held in reporting companies, if
any:
Bobby R. Smith,
Jr. Since September 2002, Bobby R. Smith, Jr., has served as
the president and owner of Four Star Investments, Inc., an Alabama
corporation. Mr. Smith is a licensed builder and general contractor
with the State of Alabama.
Frances Mize. Since
February 2006, Frances Mize, has served as the manager and owner of Four Star
Properties, LLC. For more than the past five years, Ms. Mize has
served as the qualifying broker for properties owned by Four Star Realty, LLC
and its affiliates. Ms. Mize is a licensed realtor in the State of
Alabama.
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Item
9.01 Exhibits
The
following Exhibits are filed herein:
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Exhibit
10.1
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Share
Purchase and Sale Agreement dated December 14, 2009 by and among Bobby R.
Smith, Jr., Frances Mize, Talles Investments, Inc., Michel Lemoine, Yamit
Lemoine, H. Bradley Ress, Steve Kravitz and Joseph R.
Pierre-Louis
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Exhibit
10.2
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Stock
Purchase Agreement dated December 14, 2009 by and between Bobby R. Smith,
Jr., and Island Capital Management,
LLC
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Exhibit
99.1
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Letter
of resignation – Michel Lemoine
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Exhibit
99.2
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Letter
of resignation – Steve Kravitz
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Exhibit
99.3
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Letter
of resignation – Joseph R.
Pierre-Louis
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Exhibit
99.4
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Letter
of resignation – H. Bradley Ress
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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.
DRAGON’S
LAIR HOLDINGS, INC.
(Registrant)
Dated:
December 17, 2009
By: /s/ Bobby R. Smith,
Jr.
Bobby R. Smith, Jr.
President
and Chief Executive Officer
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Index
to Exhibits
Dragon’s
Lair Holdings, Inc.
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Exhibit
10.1
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Share
Purchase and Sale Agreement dated December 14, 2009 by and among Bobby R.
Smith, Jr., Frances Mize, Talles Investments, Inc., Michel Lemoine, Yamit
Lemoine, H. Bradley Ress, Steve Kravitz and Joseph R.
Pierre-Louis
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Exhibit
10.2
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Stock
Purchase Agreement dated December 14, 2009 by and between Bobby R. Smith,
Jr., and Island Capital Management,
LLC
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Exhibit
99.1
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Letter
of resignation – Michel Lemoine
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Exhibit
99.2
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Letter
of resignation – Steve Kravitz
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Exhibit
99.3
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Letter
of resignation – Joseph R.
Pierre-Louis
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Exhibit
99.4
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Letter
of resignation – H. Bradley Ress
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