Attached files
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| EX-10.1 - GCA I ACQUISITION CORP | v190200_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): July 1, 2010
GCA
I ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52431
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14-1973529
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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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115
East 57th
Street, New York, NY
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10022
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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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(646)
486-9772
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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))
Item
1.01 – Entry into a Material Definitive Agreement.
On March
27, 2009, GCA I Acquisition Corp., the registrant (“GCA”) entered into a
definitive Amended & Restated Agreement and Plan of Merger (the “Merger
Agreement”) with each of Bixby Energy Acquisition Corp., a wholly-owned
special-purpose acquisition subsidiary of GCA (“Merger Sub”), Bixby Energy
Systems, Inc. (“Bixby”), and Robert A. Walker, the founder, President and Chief
Executive Officer of Bixby (“Mr. Walker”). The Merger Agreement
amended and restated a previous merger agreement entered into among the same
parties as of May 7, 2008. Contemporaneously and in connection with
the Merger Agreement, Mr. Walker and GCA entered into an amended and restated
voting agreement (the “Voting Agreement”).
Although
the parties to the Merger Agreement have generally been pursuing consummation of
the merger contemplated thereby (the “Merger”) since its execution, certain
differences arose among various parties to the Merger Agreement during the first
half of 2010. As a result of these differences, on July 1,
2010, a certain Contingent Settlement & Standstill Agreement (the
“Agreement”) was entered into among GCA, Merger Sub, Bixby, Mr. Walker, and each
of the two current shareholders of GCA, Michael Membrado, GCA’s and Merger Sub’s
current President, Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer and sole Director (“Mr. Membrado”) and Jennifer Lee (“Ms. Lee”), which
Agreement could potentially effect a change of control of GCA (and, indirectly,
Merger Sub) and a termination of each of the Merger Agreement and the Voting
Agreement. Specifically, under the terms of the Agreement, each of
Mr. Membrado and Ms. Lee have agreed to sell all of the shares of GCA capital
stock currently held by each of them (2,500,000 shares of common stock,
respectively) to Bixby for a price of $0.10 per share (total $500,000), thereby
causing GCA to become a wholly-owned subsidiary of Bixby. Although a
non-refundable down-payment of $50,000 was paid to each of Mr. Membrado and Ms.
Lee upon execution of the Agreement (for which no shares were or will be
transferred unless and until the transaction is completed), the Agreement
provides that Bixby has until September 15, 2010 to deliver the balance of
$400,000 and complete the transaction, and that, in the meantime, GCA and Merger
Sub are prohibited from initiating or otherwise pursuing any legal proceedings
under or in connection with the Merger Agreement.
Until
such time as the stock conveyance transaction contemplated by the Agreement is
completed in its entirety, if at all, all of the 5,000,000 shares of GCA common
stock currently held by Mr. Membrado and Ms. Lee in equal proportion, which
shares represent all of the issued and outstanding capital stock of GCA, shall
be retained by Mr. Membrado and Ms. Lee, each of the Merger Agreement and Voting
Agreement shall remain in effect for all purposes, and Mr. Membrado shall remain
GCA’s and Merger Sub’s President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer and sole Director.
As part
of the Agreement, Bixby is also required to pay off the outstanding professional
fee obligations for GCA arising under the Merger Agreement, both preexisting and
going forward through completion of the share purchase transaction if and when
it shall occur. In connection with this aspect of the Agreement, and
in addition to the payments from Bixby to Mr. Membrado and Ms. Lee described
above in relation to the stock conveyance transaction, a $50,000 payment was
made by Bixby to GCA upon execution of the Agreement toward satisfaction of the
then-preexisting $287,084.64 obligation for such professional
fees. The balance of the preexisting obligation ($237,084.64) is
required under the Agreement to be satisfied by August 30, 2010, and all
professional fees incurred after July 1, 2010 are required to be paid by Bixby
to GCA upon demand. Among other professional service providers, Mr.
Membrado has been and continues to serve as legal counsel to GCA.
If and
when the stock conveyance transaction contemplated by the Agreement is
completed, all of the 5,000,000 shares of GCA common stock currently held by and
between Mr. Membrado and Ms. Lee in equal proportion, which shares represent all
of the issued and outstanding capital stock of GCA, shall have been conveyed to
Bixby, thereby resulting in a change of control of GCA (and, indirectly, Merger
Sub), each of the Merger Agreement and the Voting Agreement shall immediately be
deemed to have been terminated for all purposes, and Mr. Membrado shall
immediately be deemed to have resigned, effective immediately, as each of GCA’s
and Merger Sub’s President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and sole Director.
The
Agreement contains various representations, warranties and other provisions,
some of which are customary in similar kinds of agreements and others which have
been included based on their importance to either one or more of the parties and
the agreement by the other parties.
The
foregoing description of the Contingent Settlement & Standstill Agreement
does not purport to be complete and is qualified in its entirety by the
Contingent Settlement & Standstill Agreement itself, a copy of which is
annexed to this Current Report on Form 8-K as Exhibit 10.1 and incorporated
herein by reference.
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Item 9.01
– Financial Statements and Exhibits.
The
following exhibit is filed herewith:
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(d)
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Exhibits
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Exhibit No.
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Description
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10.1
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Contingent
Settlement & Standstill Agreement among GCA I Acquisition Corp., Bixby
Energy Acquisition Corp., Bixby Energy Systems, Inc., Robert A. Walker
Michael Membrado, and Jennifer L. Lee dated July 1,
2010.
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SIGNATURE
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.
Dated: July
8, 2010
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GCA
I ACQUISITION CORP.
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By:
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/s/
Michael M. Membrado
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Michael
M. Membrado
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President
& Chief Executive Officer
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3