Attached files
| file | filename |
|---|---|
| EX-17.1 - Saint James CO | v181992_ex17-1.htm |
| EX-17.3 - Saint James CO | v181992_ex17-3.htm |
| EX-17.2 - Saint James CO | v181992_ex17-2.htm |
| EX-99.1 - Saint James CO | v181992_ex99-1.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): April 22, 2010
THE
SAINT JAMES COMPANY
(Exact
Name of Registrant as Specified in Charter)
|
North
Carolina
|
000-13738
|
56-1426581
|
||
|
(State
or Other Juris-
diction
of Incorporation
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
Broadway
Plaza, 520 Broadway, Suite 350 Santa Monica CA 90401
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: (818) 880-5285
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 (see General
Instruction A.2. below):
¨ 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))
Section
1 – Registrant’s Business and Operations
Item
1.03 Bankruptcy or Receivership
On April
20, 2010 The Superior Court of the State of California in San Luis Obispo
entered an Order on the motion of Farm Credit West appointing Mark Burrell of
Westmark LLC as Receiver over the operations of Sapphire Wines LLC (“Sapphire”).
Farm Credit West is Sapphire’s principal lender and maintains a security
interest over the assets of Sapphire. Farm Credit is currently owned
approximately $8,033,354 by Sapphire.
Section
3 – Securities and Trading Markets
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On April
16, 2010 The Saint James Company (the “Company”) received a notice from FINRA
that its common stock would be ineligible for continued quotation on the OTC
Bulletin Board pursuant to NASD Rule 6530(c) effective at the open of business
on April 27, 2010, as a result of the Company’s delinquency in its reporting
obligations three times within a twenty-four month period. This
third delinquency was caused as a result of the Company’s failure to
timely file its Report on Form 10-K for the year ended December 31, 2009. As a
result of such action, the letter “E” has been appended to the Company’s symbol
to notify investors of the pending termination of quotation. The Company does
not expect to be able to file its Report on Form 10-K for fiscal 2009 since it
has been unable to obtain books and records relating to Sapphire from Sapphire’s
prior owner, Saphire Advisors LLC (“Advisors”) due to a dispute (as detailed
hereinbelow) and because it additionally lacks the capital to complete its 2009
audit. It is expected that the Company’s common stock will be quoted on the Pink
OTC Market’s Pink Sheets, although there can be no assurance that such a
quotation will be available.
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
16, 2010 George McCarthy, the Chairman of the Board and a Director of the
“Company and its wholly-owned subsidiary, The Saint James Eos Wine Company
(herein “Eos”), resigned as Chairman of the Board and as a Director of both the
Company and Eos.
On April
16, 2010 Wayne Gronquist, the Secretary and a Director of the Company and Eos
resigned as Secretary and a Director of Eos.
On April
16, 2010 Dale Paisley, the Chief Financial Officer of the Company and Eos
resigned as Chief Financial Officer of both the Company and Eos.
All of
the foregoing resignations were related to the expectation that Eos was going to
file a Petition with the Bankruptcy Court in California under Chapter 11 of the
US Bankruptcy Code. None of the above persons represented that they had any
disagreement with the Company or Eos on any matter relating to their respective
operations, policies or practices. The Company has not filed under Chapter 11
and may not (although it reserves such right) in light of the recent appointment
of a Receiver by Farm Credit West.
Section
8 – Other Events.
On April
12, 2010 Advisors commenced litigation in Superior Court of California, County
of San Francisco against the Company, EOS, Richard Hurst, Dale Paisley, Wayne
Gronquist, George McCarthy and Kerry Vix for various Causes of Action related to
the purchase and operation of the EOS Winery. The case is filed as Case Number
CGC-10-498568 and a copy of the Summons and Complaint can be obtained from the
Court.
Advisors
is the entity that sold Sapphire, the owner of the EOS Estate Winery assets, to
Eos. Advisors is owned and/or controlled by Jeffrey Hopmayer. Until February 3,
2010, Advisors was assisting the Company and handling Sapphire’s
back-office/accounting operations under a Transitions Services Agreement that
terminated on February 3, 2010. Under the Transition Service Agreement, all
funds from customers were sent to Advisors’ offices in Tennessee and Advisors
was then responsible for paying Sapphire’s expenses from such
receipts.
The
Company and Advisors have been in a dispute over numerous matters relating to
the sale of Sapphire, including the Company’s claim that Mr. Hopmayer and
Advisors wrongfully retained funds it received from Sapphire/EOS Winery
customers that were delivered to Advisors in trust for Sapphire/EOS Estate
Winery under the Transition Services Agreement.
In
February, the Company retained counsel to commence litigation against Hopmayer
and Advisors to among other matters seek a return of the Sapphire/EOS Estate
Winery customer funds that had been retained by Hopmayer and Advisors after the
termination of the Transition Services Agreement. The Company is of the belief
that Advisors filed the lawsuit preemptively as it had learned that the Company
was planning to commence litigation against Hopmayer and Advisors. The Company
and the named individuals are of the belief that the case is without
merit.
In a
related matter, on April 14, 2010 the Chancery Court for the 21st
Judicial District in Williamson County, Tennessee (Case number 37827) issued an
injunction upon the motion of EPT DownREIT, LLC, an affiliate of the entity that
owns the physical EOS Estate Winery (and lessor of the EOS Estate Winery to
Sapphire) against Jeffrey S. Hopmayer, Sapphire and Advisors, requiring that
Hopmayer and Advisors deliver to the Court all funds that they had obtained from
third parties that were supposed to be paid to Sapphire and the EOS Estate
Winery.
On April
19, 2010 Paso Robles VinReit, LLC, the owner of the EOS Estate Winery real
property, made a motion seeking a default judgment against Sapphire for Unlawful
Detainer of the Winery Premises. Sapphire has filed an answer to the Complaint
in that action.
Section
9 - Financial Statements and Exhibits.
| Exhibit Number | Exhibit Description |
|
17.1
|
Resignation
of George McCarthy from the Company
|
|
17.2
|
Resignation
of George McCarthy from Eos
|
| 17.3 | Resignation of Wayne Gronquist |
| 99.1 | Resignation of Dale Paisley |
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:
April 22, 2010
|
|
By:
|
/s/ Richard Hurst | |
| Richard Hurst | |||
| Chief Executive Officer |
INDEX
TO EXHIBITS
| Exhibit Number | Exhibit Description |
|
17.1
|
Resignation
of George McCarthy from the Company
|
|
17.2
|
Resignation
of George McCarthy from Eos
|
| 17.3 | Resignation of Wayne Gronquist |
| 99.1 | Resignation of Dale Paisley |