Attached files
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| EX-10.1 - EGPI FIRECREEK, INC. | v188403_ex10-1.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): June 11, 2010
EGPI FIRECREEK, INC.
(Exact name of registrant as specified
in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
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000-32507
(Commission File
Number)
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88-0345961
(IRS Employer Identification
No.)
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6564 Smoke Tree Lane, Scottsdale
Arizona
(principal executive
offices)
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85253
(Zip
Code)
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(480) 948-6581
(Registrant’s telephone number,
including area code)
(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
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange
Act
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Item 1.01.
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Entry into a Material Definitive
Agreement.
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On June
11, 2010, EGPI Firecreek, Inc. (the ”Company” or “Purchaser”) entered into a
Stock Purchase Agreement, to be effective when completed as of June 1, 2010,
by and among itself, and DAVID
TAYLOR, a Louisiana
resident (“DAVID”), WILLOIL CONSULTING,
LLC, a Louisiana
corporation, located at 2061 North Cross Drive, Shreveport Louisiana, 71061
(“WILLOIL”) and together with UFS, INC., a New York corporation, located at 80
Orville drive, Ste 100, Bohemia, New York 11716 (“UFS”) hereinafter sometimes
referred to individually as a “SELLER” and collectively as, the (“SELLERS”), CHANWEST RESOURCES,
INC., a Texas corporation,
located at 8411 Sterling St. Ste 102, Irving Texas 75016 (the “CORPORATION” or
“CHANWEST”), (the Sellers, the Purchaser, and the Corporation collectively
referred to herein as the “PARTIES”).
The Agreement calls for the following
material terms:
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I.
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Purchase
of Stock and Purchase Price
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1.
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The Company agreed to pay to the Sellers aggregate
consideration delivery
of:
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(a) 22,946,859 shares of the Company’s
common stock issued to the Sellers pro rata based on their ownership in CHANWEST
representing $95,000 in value ("STOCK CONSIDERATION").
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II.
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Purchase
Price Adjustment Mechanism
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1.
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Of the shares to be issued to
Sellers by the Company, ten percent (10%), or 2,294,686 shares shall be
held back and not issued for a period of one hundred twenty (120) days
from Closing (the “holdback period”) and shall thereafter be issued to
Seller subject to the following conditions having been met within the
holdback period.
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(a) The generation of gross revenues to
CHANWEST of a minimum of $24,000 per week during the holdback period ($384,000
revenue target in total) with such revenues being derived from and produced by
the activities of Mr. David Killian pursuant to the Employment Agreement
described in Section 6.3 of this Agreement.
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III.
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Working
Capital Requirement
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1.
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The Purchaser shall further
provide working capital in the amount of One Hundred Twenty Five Thousand
$125,000 with $70,000 due upon execution of the Agreement and $55,000 due within
30 days thereof or as mutually agreeable in writing signed by the parties
hereto.
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IV.
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Employee
Bonus Pool
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1.
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A pool of shares of the
Purchaser’s common stock, the amount to be agreed upon by both the
Purchaser and Seller but not to exceed 500,000 shares or more than .5%
(one half of one percent) of the Purchasers stock, whichever is lesser,
shall be made available for distribution to employees of the Corporation
at the first anniversary of the Closing in an incentive stock option plan
for the benefit of certain employees of the Companies designated by the
Sellers, with an exercise price not to exceed one hundred and ten percent
market price on date of issuance. The pool of shares will be
determined to be available based on the Corporations ability to earn a
minimum of $300,000 before interest, taxes, depreciation and
amortization.
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A copy of the Stock Purchase Agreement
which include the material terms, and its related attachments, are attached as
exhibits to this report.
BUSINESS
Chanwest Resources, Inc.
(“CWR”):
Chanwest
Resources, Inc. was formed in 2009. Since its formation through the present, CWR
through its principles have ramped up operations acquiring assets related to the
servicing, construction, production and development for oil and gas. Chanwest
has formed strategic alliances and brought key management with over 40 years
experience in all facets of the oil and gas industry, to be implemented on day
one.
Plans for
three phases of operations and expansion are underway. Chanwests’ first phase of
operations through one or more of its segments include Construction and
Trucking, with a complement of assets which will be deployed providing related
services used for hauling equipment, delivery and spreading of rock, iron ore,
dirt and gravel, used in lease roads, firewall’s, tank pads, and drill sites.
Chanwest will provide services for drill site preparation to clear and lay
pipeline (gathering systems) for operators. Chanwest operations can provide for
services to maintain lease roads, set power poles and clean up oilfield spills.
Chanwest works with operators or lease owners by purchase order or contract with
major oil fields.
Additional
services of Chanwest include marketing for its workover rig having pulling
capacity for wells to 6000’ feet depth. It will be used with a crew on our own
leases in our second phase of operations planned, along with our current status
of workover rig for hire to operators.
Chanwest
estimates approximately 2 million in gross revenues from operations over the
next year.
For its
third phase of operations the Company’s newest wholly owned subsidiary Chanwest
will work alongside Energy Producers unit operations to evaluate potential for
acquisitions and development strategies for the production of oil and gas
operations, initially working towards acquiring strategic rehabilitation targets
in and around Abilene and other areas in Texas.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
In this Current Report, we make a number
of statements, referred to as “forward-looking statements” which are intended to
convey our expectations or predictions regarding the occurrence of possible
future events or the existence of trends and factors that may impact our future
plans and operating results. We note, however, that these
forward-looking statements are derived, in part, from various assumptions and
analyses we have made in the context of our current business plan and
information currently available to us and in light of our experience and
perceptions of historical trends, current conditions and expected future
developments and other factors we believe to be appropriate in the
circumstances.
You can generally identify
forward-looking statements through words and phrases such as “seek,”
“anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “budget,”
“project,” “may be,” “may continue,” “may likely result,” and similar
expressions. When reading any forward-looking statement you should
remain mindful that all forward-looking statements are inherently uncertain as
they are based on current expectations and assumptions concerning future events
or future performance of Chanwest Resources, Inc., and that actual results or
developments may vary substantially from those expected as expressed in or
implied by that statement for a number of reasons or factors, including those
relating to:
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·
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Whether or not markets for our
products develop and, if they do develop, the pace at which they
develop;
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·
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Our ability to attract and retain
the qualified personnel to implement our growth
strategies;
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·
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Our ability to fund our short-term
and long-term financing
needs;
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·
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Competitive
factors;
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·
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General economic
conditions;
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·
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Changes in our business plan and
corporate strategies; and
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·
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Other risks and uncertainties
discussed in greater detail in the sections of this Current
Report.
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Item 2.01.
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Completion of Acquisition or
Disposition of Assets.
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See Item 1.01,
above.
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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
Registration
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See Item 1.01 above.
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Item 3.02
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Unregistered Sales of Equity
Securities
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See Item 1.01 above.
As a result of the acquisition, the CWR
Stockholders shall be entitled to receive, in exchange for all of their CWR
Common Stock, the aggregate total of 22,946,859shares of the EGPI Common Stock
subject to adjustment listed in Item 1.01.
The
shares were issued in reliance upon an exemption from registration pursuant to
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act. All of the CWR Stockholders hold their
securities for investment purposes without a view to distribution and had access
to information concerning EGPI and our business prospects, as required by the
Securities Act. In addition, there was no general solicitation or
advertising for the purchase of the shares of EGPI Common Stock. Our
securities were issued only to accredited investors or sophisticated investors,
as defined in the Securities Act with whom we had a direct personal preexisting
relationship, and after a thorough discussion. Finally, our stock
transfer agent has been instructed not to transfer any of such shares, unless
such shares are registered for resale or there is an exemption with respect to
their transfer.
All of
the CWR Stockholders were provided with access to the filings of EGPI with the
SEC, including the following:
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·
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EGPI’s
annual report to stockholders for the most recent fiscal year, and,
if requested by CWR Stockholders in writing, a copy of EGPI’s most recent
Form 10-K under the Exchange Act.
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·
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The
information contained in an annual report on Form 10-K under the Exchange
Act.
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·
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The
information contained in any reports or documents required to be filed by
EGPI under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act
since the distribution or filing of the reports specified
above.
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·
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A
brief description of the securities being offered, and any material
changes in EGPI’s affairs that are not disclosed in the documents
furnished.
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Item 9.01
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Financial Statements and
Exhibits.
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(a) Financial
Statements of Business Acquired.
It is not practicable to file the
required historical financial statements of EGPI Firecreek, Inc., a Nevada
corporation (the “registrant”), and Chanwest Resources, Inc., a Texas
corporation (the newly acquired
“Subsidiary”) at this time. Accordingly, pursuant to Item 9.01(a)(4)
of Form 8-K, the registrant will file such financial statements under cover of
Form 8-K/A as soon as practicable, but not later than the date required by
applicable law.
(b) Pro
forma financial information.
It is not practicable to file the
required pro forma financial statements of EGPI Firecreek, Inc., a Nevada
corporation (the “registrant”), Chanwest Resources, Inc., a Texas
corporation (the newly acquired
“Subsidiary”) at this time. Accordingly, pursuant to Item 9.01(b)(2)
of Form 8-K, the registrant will file such financial statements under cover of
Form 8-K/A as soon as practicable, but not later than the date required by
applicable law.
(c) Shell
company transaction. Not applicable.
(d) Exhibits.
The following exhibits are filed
herewith:
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Exhibit No.
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Identification of
Exhibit
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10.1
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Stock Purchase Agreement with the
Stockholders of Chanwest Resources,
Inc.
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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.
Date: June 16, 2010
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EGPI FIRECREEK,
INC.
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By
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/s/ Dennis R.
Alexander
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Dennis R. Alexander, Chief
Executive Officer
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