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 23,
2009
CHARLESTON
BASICS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-145211
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20-4748555
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2999
John Stevens Way, Hoquiam, WA
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98550
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(Address
of principal executive offices)
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(zip
code)
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Registrant's
telephone number, including area code: (360)
538-1480
c/o
Paragon Capital LP, 110 East 59th Street, 29th Floor, New York,
NY 10022
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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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Entry
into Agreement and Plan of Merger
On
December 23, 2009, Charleston Basics, Inc. (the “Registrant” or the
“Company”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”)with Paneltech International, L.L.C., a Washington limited liability
company (“Paneltech LLC”) and Paneltech Products, Inc., a Delaware
corporation and wholly-owned subsidiary of the Registrant (the “Merger Sub”)
pursuant to which Paneltech LLC merged with and into Merger Sub (the
“Merger”).
Under the
terms of the Merger Agreement, upon consummation of the Merger, each Paneltech
LLC membership interest outstanding immediately prior to the closing was
converted into the right to receive 4,597.53254 shares of the Registrant’s
common stock, and accordingly the Registrant issued an aggregate of 61,759,850
shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”)
to the members of Paneltech LLC. As a result of the transaction, the
former members of Paneltech LLC currently own approximately 90% of the
outstanding Common Stock of the Registrant (before adjusting for any conversion
or exercise of any preferred stock or warrants into Common Stock of the
Registrant). Prior to the closing of the Merger, Paragon Capital LP
(“Paragon”) held approximately 96.28% of the issued and outstanding Common Stock
of the Registrant.
Each
holder of a share of Common Stock of the Registrant is entitled to one vote per
share. The shares of the Registrant’s Common Stock issued to Paneltech LLC’s
members as part of the Merger were not registered under the Securities Act of
1933, as amended (the “Securities Act”). These shares may not be sold
or offered for sale except as permitted under Rule 144 or another exception
promulgated under the Securities Act.
In
connection with the Merger Agreement, the Registrant entered into lock up
agreements with each of the former members of Paneltech LLC, covering 47,987,302
shares of its Common Stock. The lock up agreements did not apply to
the Collins Repurchase (as described below).
Prior to
the Merger, the Registrant was engaged in the sale of outdoor camping goods and
tactical gear. As described below, following the Merger the
Registrant sold all of its pre-Merger assets relating to this business and
accordingly, the Registrant’s business now consists primarily of the design and
manufacture of wood panel overlays and saturated media solutions. The
Registrant is now headquartered in Hoquiam, Washington.
Immediately
following the Merger, the Company entered into the Securities Purchase Agreement
and Collins Repurchase (each described below), which together with the Merger,
resulted in the former members of Paneltech LLC now owning approximately 70.4%
of the Registrant’s issued and outstanding Common Stock, assuming the conversion
of all 2,726,550 outstanding shares of preferred stock into Common
Stock.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger
Agreement, which is attached as Exhibit 2.1
hereto.
Securities
Purchase Agreement
On
December 23, 2009, immediately following consummation of the Merger, the
Registrant entered into a Securities Purchase Agreement (the “Securities
Purchase Agreement”) with two investors (the “Investors”) and raised an
aggregate of $1.5 Million in an offering of the Company’s Series A Convertible
Preferred Stock, par value $0.0001 (the “Preferred Stock”) and warrants to
purchase Common Stock (the “Warrants”). Under the terms of the
Securities Purchase Agreement, the Registrant issued an aggregate of 2,726,550
shares of Preferred Stock and granted an aggregate of 4,544,250 Warrants for an
aggregate purchase price of $1.5 Million. Under the conversion ratio
at the closing of the Securities Purchase Agreement, each share of Preferred
Stock is convertible into five shares of Common Stock. Each Warrant
is exercisable into 1/3 of the number of shares of Common Stock that each share
of Preferred Stock would be convertible into at an initial exercise price of
$0.12 per share of Common Stock. The Warrants may be redeemed
under certain circumstances. The $1.5 Million raised by the Company, as
described above, is part of the offering by the Registrant pursuant to which it
is attempting to raise an aggregate of $3.0 Million (the “Offering”) on or
before January 22, 2010.
Under the
terms of the Offering, if the full $3.0 Million is raised in the Offering, the
preferred stock will be convertible into 33.33% of the outstanding common stock
of the Registrant (on an as converted basis) at the time Merger was consummated,
and the Warrants will be exercisable into one-third of the Common Stock into
which the preferred stock acquired in the Offering is convertible.
Of the
$1.5 million of proceeds raised, $375,000 were used to buy back certain shares
held by Collins Timber Company LLC (“Collins”), a former member of Paneltech.
The Company also issued a Promissory Note in the amount of $375,000, which
amount is subject to adjustment, to complete the purchase of shares from
Collins. The repurchase of shares from Collins is further described below under
the heading “Collins
Repurchase”.
The
securities offered in the Offering will not be or have not been registered under
the Securities Act, as amended and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.” This Current Report on Form 8-K (the
“Current Report”) is neither an offer to sell nor a solicitation to buy any of
their securities. This Current Report is being filed pursuant to and
in accordance with Rule 135(c) under the Securities Act.
In order
to evidence the rights of holders of the Preferred Stock, the
Registrant and Investors entered into the Investor Rights Agreement described
below, and the Registrant filed a Certificate Of Designations, Preferences And
Other Rights And Qualifications Of Series A Convertible Preferred Stock
described below in Item 8.01.
The
foregoing description of the Warrants does not purport to be complete and is
qualified in its entirety by reference to the full text of the Warrant, which is
attached as Exhibit
4.2 hereto.
Investors
Rights Agreement
On
December 23, 2009, immediately following the Merger and in connection with the
Securities Purchase Agreement, the Registrant and the Investors entered into an
investors rights agreement (the “Investors Rights Agreement”). Under
the terms of the Investors Rights Agreement, the Investors were granted certain
demand and piggyback registration rights with respect to the shares of the
Registrant’s Common Stock into which the Preferred Stock is
convertible. The Investor Rights Agreement contains provisions
governing the designation of a director to represent holders of the Preferred
Stock, certain indemnification provisions for the benefit of the Registrant and
the Investors, as well as certain other customary
provisions.
The
foregoing description of the Investors Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Investors Rights Agreement, which is attached as Exhibit 10.1
hereto.
Collins
Repurchase
On
December 23, 2009, immediately following the Merger and the closing on the
Securities Purchase Agreement, the Registrant entered into a stock repurchase
agreement with Collins (the “Repurchase Agreement”) pursuant to which the
Registrant purchased from Collins 13,772,550 shares of Common Stock, which
reduced Collins’ ownership interest in the Registrant from approximately 26.79
percent to approximately 12 percent of the total number of shares of Common
Stock outstanding following such repurchase and including the currently
outstanding Preferred Stock on an as converted basis. Following the
repurchase, Collins continued to hold 8,179,657 shares of the
Registrant. In the event the Registrant raises $3 Million in the
Offering and all Preferred Stock sold in the Offering is converted to Common
Stock, Collins’ ownership interest in the Registrant will be reduced
from approximately 12 percent to approximately 10 percent of the Registrant’s
issued and outstanding Common Stock.
- 2
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In order
to effect the repurchase under the Repurchase Agreement, the Company paid
Collins $375,000 out of the proceeds raised pursuant to the Securities Purchase
Agreement and delivered to Collins a promissory note in the initial principal
amount of $375,000, bearing interest at the prime rate from time to time in
effect as published in the Wall Street Journal (the “Collins
Note”). Under certain circumstances set forth in the Collins Note,
the principal amount of the Collins Note will be adjusted to equal $625,000,
less the aggregate principal amount previously paid on the Collins
Note. Under the terms of the Repurchase Agreement, Collins is
entitled to have a representative selected by Collins elected to and serving on
the Registrant’s Board of Directors until the Collins Note is paid in
full.
The
foregoing description of the Repurchase Agreement and Collins Note does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Repurchase Agreement, which includes a form of Collins Note, which
is attached as Exhibit
10.2 hereto.
Asset
Purchase Agreement
On
December 23, 2009, immediately following the Merger, the Registrant entered into
an asset purchase agreement (the “Asset Purchase Agreement”) with Cambridge
Trading Partners, LLC (“Cambridge”) and Michael Lieber, pursuant to which all of
the Registrant’s pre-Merger assets relating to the Registrant’s outdoor camping
goods and tactical gear business were sold to Cambridge. In
consideration for the purchased assets, (a) Cambridge agreed to assume all of
the Registrant’s liabilities and obligations related to the Registrant’s
pre-Merger outdoor camping goods and tactical gear business pre-Merger business,
and (b) Michael Lieber, a principal of Cambridge and former principal of the
Registrant, delivered to the Registrant 50,000 shares of the Registrant’s Common
Stock, which were retired as treasury stock. Mr. Lieber was also a
consultant to the Registrant, but this consulting arrangement was terminated on
December 23, 2009.
The
foregoing description of the Asset Purchase Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Asset Purchase Agreement, which is attached as Exhibit 2.2
hereto.
Assumption
Agreement
On
December 23, 2009, in connection with the Merger, Merger Sub, Paneltech LLC and
ShoreBank Pacific (the “Bank”) entered into an assumption agreement (the
“Assumption Agreement”) pursuant to which Merger Sub agreed to assume, pay and
perform all the covenants and obligations under the Note and Loan Documents (as
defined in the Assumption Agreement) as though the Note and the Loan Documents
had originally been made, executed, and delivered by Merger Sub. In
addition to the foregoing, Merger Sub is also required to enter into a Security
Agreement with the Bank and has certain other obligations.
The
foregoing description of the Assumption Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Assumption Agreement, which is attached as Exhibit 10.3
hereto.
Guaranties by Officers
Leroy D.
Nott (the Registrant’s President and CEO), Scott D. Olmstead (the Registrant’s
CFO and Secretary), Ronald H. Iff, Sorb Management Corporation (an entity
controlled by Mr. Olmstead), and L.D. Nott Company (an entity controlled by Mr.
Nott) have provided or will provide guaranties in favor of Bank, the form of
which will be satisfactory to the Bank in its sole discretion.
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ITEM
2.01
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COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS
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The information set
forth in Item 1.01 under the heading “Asset Purchase Agreement” of
this Current Report is hereby incorporated by reference.
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ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A REGISTRANT
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The information set
forth in Item 1.01 of this Current Report under the headings “Collins Repurchase” and
“Assumption Agreement”
is hereby incorporated by reference.
In connection with
certain tax distributions owed to member of Paneltech LLC, certain promissory
notes were issued to Paneltech LLC members, which as a result of the Merger have
become obligations of Merger Sub. The promissory notes are in the
following amounts:
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L.D Nott
Company
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$ | 206,347.20 | ||
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Collins Timber
Company LLC
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$ | 160,291.70 | ||
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Sorb Management
Corporation
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$ | 45,115.47 | ||
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Ron
Iff
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$ | 34,300.70 | ||
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Andrew R.G.
Wilson
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$ | 4,028.45 | ||
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Chris
Wentworth
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$ | 877.62 |
The L.D Nott Company,
is an entity controlled by Leroy Nott, the Registrant’s President and CEO. The
Sorb Management Corporation is an entity controlled by Scott Olmstead, the
Registrant’s CFO and Secretary. Ron Iff and Chris Wentworth are
employees of the Company. Andrew R.G. Wilson is currently engaged as
a consultant for Merger Sub. Such promissory notes are payable in 12
monthly installments commencing March 23, 2010 and bear interest at twelve
percent commencing March 23, 2010.
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ITEM
3.02
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UNREGISTERED
SALE OF EQUITY SECURITIES
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On
December 23, 2009, the Company entered into each of the Merger Agreement and the
Securities Purchase Agreement, as described under the headings “Entry into Agreement and Plan of
Merger” and “Securities
Purchase Agreement”, respectively, in Item 1.01 above, the disclosures
under which are incorporated herein by this reference. All of the
securities offered and sold in such transactions were offered and sold in
reliance on the private placement exemption from registration under Section 4(2)
of the Securities Act, including Rule 506 promulgated under Section
4(2). The Company relied on this exemption based on the fact that (i)
there were a limited number of recipients of such securities, (ii) all such
investors were accredited investors or otherwise, either alone or through a
purchaser representative, had knowledge and experience in financial and business
matters such that each was capable of evaluating the risks of the investment,
and (iii) the Company had obtained representations from the investors indicating
that they were purchasing for investment only. The securities offered
and sold in the reported transactions are not registered under the Securities
Act, and therefore may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The
disclosure about the reported transactions contained herein does not constitute
an offer to sell or a solicitation of an offer to buy any securities of the
Company, and is made only as required under applicable rules for filing current
reports with the SEC, and as permitted under Rule 135(c) of the Securities
Act.
In
connection with their appointment and service as Directors of the Registrant,
certain directors, Trent Gunter and Sidney Staunton, will receive warrants to
acquire such number of shares of the Registrant’s common stock equal to an
aggregate of 3% of the Registrant’s issued and outstanding common stock
(including the Preferred Stock on an as converted basis, but not the Warrants)
as of the date the Offering concludes.
The
Registrant has also agreed to issue certain Warrants to Robert Frome, which will
enable Mr. Frome to acquire such number of shares of the Registrant’s Common
Stock equal to 1% of the Registrant’s issued and outstanding Common Stock
(including the Preferred Stock on an as converted basis, but not the Warrants)
as of the date the Offering concludes.
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ITEM
3.03
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MATERIAL
MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS
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The information set
forth in Item 8.01 of this Current Report under the headings “Certificate of
Designations” and “Investors Rights Agreement”
is hereby incorporated by reference.
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ITEM
5.01
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CHANGES
IN CONTROL OF THE REGISTRANT
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The
information set forth in Item 1.01 of this Current Report is hereby incorporated
by reference.
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS, COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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On
December 23, 2009, upon the closing of the Merger, Mr. Alan P. Donenfeld, the
Registrant’s sole officer and director prior to the Merger, and also a principal
of Paragon, resigned from each of his positions effective
immediately. Following Mr. Donenfeld’s resignation and pursuant to
the Merger Agreement, Leroy Nott was appointed President, Chief Executive
Officer and Director of the Registrant and Scott Olmstead was appointed
Secretary, Chief Financial Officer and Director of the Registrant. Upon the
closing of the Merger, five directors were appointed to the Registrant’s Board
of Directors. The Board of Directors consists of Mr. Nott, Mr.
Olmstead, R. Wade Mosby, Sidney Staunton and Trent Gunter. The Audit
Committee to the Board of Directors currently consists of Mr. Gunter and Mr.
Staunton, both of whom are independent Directors. The Registrant
intents to finalize the committees of the Board of Directors at a Board of
Directors Meeting scheduled to be held on January 5, 2010. At such
meeting, the Board of Directors may also consider the adoption of certain
compensation arrangements for its officers and employees.
The
following table sets forth the name, age and position of each of Registrant’s
directors and executive officers.
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Leroy
D. Nott
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60
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Director,
President, CEO
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Scott
Olmstead
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56
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Director,
Secretary, CFO
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Trent
Gunter
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53
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Director
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Sidney
Staunton
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79
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Director
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R.
Wade Mosby
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62
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Director
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Leroy
Nott, President, CEO, Director
Mr. Nott,
the President, CEO and Director of the Registrant, founded Paneltech LLC in
February 1996 and had been a Director of Paneltech LLC since that
time. From February 1993 to February 1996, Mr. Nott was the General
Manager, Oregon Overlay Division, for Simpson Timber Company where his
responsibilities included management of a business unit that developed and
produced treated webs for domestic and international wood-based panels
manufacturers. Mr. Nott received a Master of Forestry degree from
Yale University in 1978 and his Bachelor of Science degree in forest engineering
from Oregon State University in 1973.
The information set
forth in Item 1.01 of this Current Report regarding the guaranties by Mr. Nott
and the L.D Nott Company, and the information set forth in Item 2.03 of this
Current Report regarding the Promissory Note held by the L.D Nott Company are
hereby incorporated by reference.
Scott
Olmstead, Secretary, CFO, Director
Mr.
Olmstead, Secretary, CFO and Director of the Registrant, was a Director of
Paneltech LLC since February 2006. In February 1996, Mr. Olmstead
joined Mr. Nott in founding Paneltech LLC. From December 1989 to
March 1995, Mr. Olmstead was partner in Snow Mountain Pine, Ltd., a $30 million
company in Hines, Oregon. At Snow Mountain Pine, Mr. Olmstead set up
all financial systems, IT and the personnel department. Mr. Olmstead
has been a Certified Management Accountant since 1995. He received
his Bachelor of Science degree in accounting from Northern Arizona
University.
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The information set
forth in Item 1.01 of this Current Report regarding the guaranties by Mr.
Olmstead and the Sorb Management Corporation, and the information set forth in
Item 2.03 of this Current Report regarding the Promissory Note held by the Sorb
Management Corporation are hereby incorporated by reference.
Trent
Gunter, Director
The information set
forth in Item 3.02 of this Current Report regarding the Warrants to be granted
to Mr. Gunter is hereby incorporated by reference.
Sidney
Staunton, Director
The information set
forth in Item 3.02 of this Current Report regarding the Warrants to be granted
to Mr. Staunton is hereby incorporated by reference.
R.
Wade Mosby, Director
Wade
Mosby is Senior Vice President of the Collins Companies a Portland, Oregon,
based integrated forest products firm. The Collins Companies is a 155
year old, family owned firm with timberland and manufacturing operations in
Oregon, California, Pennsylvania and West Virginia. Mosby has worked in senior
executive positions with the Collins Companies for the past twenty years and is
a leading advocate of FSC third party forest certification.
Prior to
his employment with the Collins Companies, Mr. Mosby held sales and marketing
positions with Roseburg Forest Products, Bohemia and Kimberly-Clark. Mr. Mosby
is the past chairman of the Oregon Business Association and the Composite Panel
Association and currently serves on the boards of Sustainable Northwest, Biomass
Power Association, Oregon BEST and Mull Drilling Company. Mr. Mosby received his
Bachelors degree in Business Administration from Fort Lewis College in
1969.
The
information set forth in Item 1.01 of this Current Report under the heading
“Collins Repurchase” is
hereby incorporated by reference.
Right
to Appoint Additional Director
Under the
provisions of the Investor Rights Agreement, Paragon has the right to appoint a
sixth director to the Registrant’s Board of Directors which the Registrant
expects to occur within 30 days after the date hereof. Upon the
appointment of such additional director, the Registrant will file a Current
Report on Form 8-K providing all applicable information relating to the
appointment of such additional director.
Family
Relationships amongst Directors and Officers
N/A
Related
Party Transactions
The
information with respect to related party transactions between the Company and
any of the Company’s directors and/or officers is provided elsewhere in this
Item 5.02.
Involvement
in Certain Legal Proceedings
None of
the appointed directors has (i) been involved as a general partner or executive
officer of any business which has filed a bankruptcy petition; (ii) been
convicted in any criminal proceeding nor is subject to any pending criminal
proceeding; (iii) been subjected to any order, judgment or decree of any court
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activity; and
(iv) been found by a court, the Securities Exchange Commission or the
Commodities Future Trading Commission to have violated a federal or state
securities or commodities law.
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Compensatory
Arrangements
The
Registrant is scheduled to hold a Board of Directors Meeting on January 5,
2010. At such meeting, the Board of Directors may consider the
adoption of certain compensation arrangements for its officers and
employees.
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ITEM
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
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The
information set forth in Item 8.01 of this Current Report under the heading
“Certificate of
Designations” is hereby incorporated
by reference.
The
information set forth in Item 8.01 of this Current Report under the heading
“Name Change
Merger” is
hereby incorporated by reference.
The
Registrant has filed the appropriate documentation with the Secretary of State
of Delaware to change the Registrant’s name to Paneltech International Holdings,
Inc. and will notify the Financial Industry Regulatory Authority (“FINRA”) of
the reverse acquisition and name change. The name change will take
effect in the market upon its approval by FINRA. Once FINRA processes
the name change, the Registrant will be issued a new symbol and will disclose
the change on a Current Report on Form 8-K.
Fiscal
Year-End Change
In
connection with the Merger, the Registrant’s Board of Directors agreed by
written consent to change the fiscal year to end on December
31. Previously, the Registrant’s fiscal year had a fiscal year ending
on March 31.
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ITEM
8.01
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OTHER
EVENTS
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Press
Release
On
December 28, 2009, the Registrant issued a press release in connection with the
Merger of its wholly-owned subsidiary with Paneltech LLC.
A copy of
the press release is furnished as Exhibit 99.1 to this Report.
Certificate
of Designations
On
December 21, 2009, the Registrant filed a Certificate of Designations,
Preferences and Other Rights and Qualifications of Series A Convertible
Preferred Stock (the “Certificate of Designations”) with the Secretary of State
of the State of Delaware that provides for 5,453,100 shares of preferred stock,
$0.0001 par value per share, to be designated as Series A Convertible Preferred
Stock, referred to in this Current Report as the Preferred
Stock. As the Registrant did not have any preferred stock
issued and outstanding prior to closing on the Securities Purchase Agreement,
the Preferred Stock will be the Registrant’s most senior equity
security. The Preferred Stock will be convertible into shares of the
Registrant’s Common Stock at a conversion rate that is subject to adjustment,
which initially provides for each share of Preferred Stock being convertible
into 5 shares of Common Stock.
- 7
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Each share of
Preferred Stock accrues dividends at the rate of 12% per annum of the original
issue price of $0.55 per share, subject to adjustment. Each share of
Preferred Stock receives treatment preferential to the common stock in the case
of dividends or any liquidation event, which includes any voluntary or
involuntary liquidation, dissolution or winding up of the Registrant or any
significant subsidiary of the Registrant that results in the termination of the
Registrant’s business. Certain other transactions are also deemed to
be liquidation event. The holders of the Preferred Stock also have
the right to elect one director, which right is further governed by the Investor
Rights Agreement. The Preferred Stock is also subject to certain
anti-dilution adjustments and carries first refusal rights. The
conversion price of the Preferred Stock is adjustable under certain
circumstances and the Preferred Stock can be redeemed under certain
circumstances.
The foregoing
description of the Certificate of Designations does not purport to be complete
and is qualified in its entirety by reference to the full text of the
Certificate of Designations, which is attached as Exhibit 3.1
hereto.
Name
Change Merger
Effective December
29, 2009, the Registrant changed its corporate name from Charleston Basics, Inc.
to Paneltech International Holdings, Inc.
The
Registrant effected the corporate name change by filing a Certificate of
Ownership and Merger with the Secretary of State of the State of Delaware,
pursuant to which a wholly-owned subsidiary of the Registrant merged with and
into the Registrant (the “Name Change Merger”). A copy of the
Certificate of Ownership and Merger is filed herewith as Exhibit 3.2. The
Registrant is the surviving corporation in the Name Change
Merger. The Certificate of Ownership and Merger amended the
Registrant’s Amended and Restated Certificate of Incorporation to reflect the
change in corporate name. The Company is in the process of notifying
FINRA of the name change. The name change will take effect in the
market upon its approval by FINRA. Once FINRA processes the name
change, the Registrant will be issued a new symbol and will disclose the change
in a Current Report on Form 8-K. In addition, as a result of the corporate name
change, the Registrant will revise its specimen common stock certificate, a copy
of which is filed herewith as Exhibit 4.2.
The
Registrant’s common stock is quoted on the Over-the-Counter Bulletin Board, or
the OTC Bulletin Board, under the symbol “CHBS” which the Registrant expects to
change in connection with the name change.
- 8
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ITEM
9.01FINANCIAL STATEMENTS AND
EXHIBITS
(a) Financial Statements of Businesses
Acquired
To be filed by amendment to this
Current Report on Form 8-K.
(b) Pro
Forma Financial Information
To be filed by amendment to this
Current Report on Form 8-K.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger, dated December 23, 2009, between Registrant, Merger
Sub and Paneltech LLC
|
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2.2
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Asset
Purchase Agreement, dated December 23, 2009, between Registrant and
Cambridge and Michael Lieber
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3.1
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Certificate
of Designations of Registrant dated December 21, 2009
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3.2
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Certificate
of Ownership and Merger of Registrant relating to name change
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4.1*
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Specimen
Common Stock Certificate of Registrant
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4.2
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Form
of Warrant issued in connection with the Offering
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|
10.1
|
Investors
Rights Agreement dated December 23, 2009, among the Registrant and
Investors signatory thereto.
|
|
10.2
|
Collins
Repurchase Agreement, dated December 23, 2009, between Registrant and
Collins Timber Company LLC
|
|
10.3
|
Assumption
Agreement, dated December 23, 2009, between Paneltech LLC, Merger Sub and
Shorebank Pacific.
|
|
10.4
|
Promissory
Note, dated December 18, 2009, issued by Paneltech LLC in favor of the
L.D. Nott Company
|
|
10.5
|
Promissory
Note, dated December 18, 2009, issued by Paneltech LLC in favor of SORB
Management Corporation
|
|
17.1
|
Resignation
of Alan P. Donenfeld, dated December 23, 2009
|
|
99.1
|
Press
release dated December 28, 2009
|
|
*
|
To
be filed by amendment
|
- 9
-
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 thereunto
duly authorized.
|
Date:
December 29, 2009
|
CHARLESTON
BASICS, INC.
|
|
|
By:
/s/ Scott
Olmstead
|
||
|
Scott
Olmstead
|
||
|
Chief
Financial Officer and Secretary
|
||
- 10
-
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Merger, dated December 23, 2009, between Registrant, Merger
Sub and Paneltech LLC
|
|
2.2
|
Asset
Purchase Agreement, dated December 23, 2009, between Registrant and
Cambridge and Michael Lieber
|
|
3.1
|
Certificate
of Designations of Registrant dated December 21, 2009
|
|
3.2
|
Certificate
of Ownership and Merger of Registrant relating to name change
|
|
4.1*
|
Specimen
Common Stock Certificate of Registrant
|
|
4.2
|
Form
of Warrant issued in connection with the Offering
|
|
10.1
|
Investors
Rights Agreement dated December 23, 2009, among the Registrant and
Investors signatory thereto.
|
|
10.2
|
Collins
Repurchase Agreement, dated December 23, 2009, between Registrant and
Collins Timber Company LLC
|
|
10.3
|
Assumption
Agreement, dated December 23, 2009, between Paneltech LLC, Merger Sub and
Shorebank Pacific.
|
|
10.4
|
Promissory
Note, dated December 18, 2009, issued by Paneltech LLC in favor of the
L.D. Nott Company
|
|
10.5
|
Promissory
Note, dated December 18, 2009, issued by Paneltech LLC in favor of SORB
Management Corporation
|
|
17.1
|
Resignation
of Alan P. Donenfeld, dated December 23, 2009
|
|
99.1
|
Press
release dated December 28, 2009
|
|
*
|
To
be filed by amendment
|
-
11 -