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): April 16, 2010
ISLAND
BREEZE INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-53452
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27-1742696
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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211
Benigno Blvd, Suite 201
Bellmawr,
New Jersey
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08031
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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:
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(856)
931-1505
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N/A
(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:
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;
Item
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
On April
16, 2010, we entered into a Joint Venture and Investment Agreement (the “JV
Agreement”) and a Securities Purchase Agreement (the “SPA”), with an
investor. Pursuant to the JV Agreement and the SPA, the investor
agreed to acquire 1,200,000 shares of our Class A Common Stock at a price of
$0.50 per share, for a total of $600,000. Pursuant to the JV
Agreement, we agreed to form a new subsidiary (the “Subsidiary”), in a foreign
jurisdiction to be determined, through which we expect to acquire and operate a
vessel from which we anticipate initiating our entertainment cruise
operations. The investor has agreed to lend the Subsidiary
$14,400,000 in two tranches. The first tranche, in the amount of
$1,400,000, will be funded shortly. The second tranche, in the amount
of $13,000,000, will be placed in escrow upon the entering into an agreement to
purchase a suitable vessel, and shall be released not later than the day we
acquire the vessel. The debt financings described above will be
evidenced by two convertible promissory notes of the Subsidiary, bearing
interest at the rate of 10% per annum, and maturing two years from the date of
issue. Interest shall accrue for the first 12 months and be paid on
the anniversary of the date the note was issued and thereafter quarterly in
arrears. These notes will be collateralized by liens on the vessel we
hope to acquire. The Notes are convertible into 4.2% and 39% of the
capital stock of the Subsidiary, respectively. As further
consideration for these loans, we have agreed to issue to the investor 600,000
shares of our Class A Common Stock, which shares will be issued within 10 days
after the second tranche funds are released from escrow. There can be
no assurance we will be able to successfully negotiate and close the acquisition
of the vessel at an acceptable price, or at all, or be able to initial
operations even if we are able to do so.
On April
16, 2010, we entered into a Securities Purchase Agreement (“SPA”) with an
different investor and pursuant thereto issued an 8% convertible promissory note
in the amount of $85,000 that is convertible into shares of Class A Common
Stock. The loan is due in full along with accrued interest on December 1,
2010. The Investor has the right to convert all or any part of the
outstanding and unpaid principal amount, as well as the interest accrued on this
note into fully paid and non-assessable shares of Common Stock. The
conversion price is sixty-seven percent of the average of the three lowest bid
trades on the over-the-counter bulletin board during the 10-day period prior to
the conversion. During the period commencing on the execution of the note and
ending 180 days thereafter, subject to certain limitations, provided the
Investor has not sent us a notice of conversion, we have the right to redeem the
note for an amount equal to 150 percent of the outstanding principal amount of
the note plus the interest accrued and unpaid thereon, plus certain other
adjustments.
The
Company believes all of the issuances of securities referred to in this Item
were exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) thereof and other available exemptions.
Item
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT;
On April
17, 2009, we entered into a Memorandum of Agreement, which constitutes a binding
contract, subject to certain contingencies, to sell one of our two vessels, the
Casino Royal. The purchase price is $1,970,815, which net of various
adjustments including relocation expenses, should result in us realizing
$887,000. We anticipate that the sale of the Casino Royal will be
consummated by the end of April, 2010. The sale excludes all gaming
and entertainment equipment and furniture currently on board the Casino Royal,
which we believe has a current value of approximately $2,000,000. We
shall retain and store such equipment and furniture which we may later sell or
utilize on another vessel.
Item 8.01
OTHER
EVENTS
Press
Release relating to the Joint Venture and Investment Agreement executed on April
16, 2010.
Item
9.01 EXHIBITS
(c)
Exhibits
4.9
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Form
of Joint Venture Agreement between an investor, Island Breeze
International, Inc. and Island Breeze International dated, April 16,
2010.
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4.10
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Form
of Securities Purchase Agreement, between Island Breeze International and
an investor dated, April 16, 2010.
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4.11
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Form
of Securities Purchase Agreement, between Island Breeze International and
an investor dated, April 16, 2010, with respect to the Convertible
Promissory Note in the amount of $85,000 issued by the Company on April
16, 2010.
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4.12
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Form
of Convertible Promissory Note issued to an investor, in the principal
amount of $85,000 dated, April 16, 2010.
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10.2
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Memorandum
of Understanding between Island Breeze International and Amandla Icon
Shipping Corporation Pte Ltd dated April 17, 2009.
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99.1
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Press
Release issued April 22, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
ISLAND
BREEZE INTERANTIONAL, INC.
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Date:
April 22, 2010
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By:
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/s/ Steven
G. Weismann
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Steven
G. Weismann, Chief Financial
Officer
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