Attached files
| file | filename |
|---|---|
| EX-2.1 - Umami Sustainable Seafood Inc. | v191407_ex2-1.htm |
| EX-99.1 - Umami Sustainable Seafood Inc. | v191407_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): July 20, 2010
Lions
Gate Lighting Corp.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-52401
|
47-0930829
|
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
Number)
|
405
Lexington Avenue
26th Floor,
Suite 2640
New York, NY
10174
(Address
of principal executive offices) (zip code)
212-907-6492
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
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))
Item
1.01 Entry into a Material Definitive Agreement.
On July
20, 2010, Lions Gate Lighting Corp. (the “Company”) entered into a Stock
Purchase Agreement with Corposa, S.A. de C.V. (“Corposa”), Holshyrna ehf,
(“Holshyrna”) and certain other parties, providing for the sale from Corposa and
Holshyrna of 33% of the equity of Baja Aqua Farms, S.A. de C.V., a Mexican
corporation (“Baja”) and its affiliate Oceanic Enterprises, Inc., a California
corporation .
Under the
terms of the transaction, an initial cash amount of $6,000,000 was
paid. An additional payment in cash of $2,000,000 is due on July 31,
2010. The transaction was structured as a recapitalization of Baja as
required under Mexican law. As a result, the Company will receive
newly issued shares from Baja while at the same time Corposa and Holshyrna will
return to the Company for cancellation a portion of their shares. The
issuance of the shares to the Company is expected to occur no later than August
30, 2010 upon satisfaction of all applicable requirements under Mexican
law.
An
additional amount of $10,000,000 will be paid to the Shareholders from the
proceeds of the sale of a portion of Baja’s inventory by September 30, 2010,
provided that Company exercises the option discussed in the following
paragraph.
The
Company also has the right to purchase all remaining Baja shares by September
15, 2010 in consideration for the issuance of 10,000,000 shares of common stock
of the Company. The Company has agreed to use its commercially
reasonable efforts to file a registration statement for the resale of the
Company shares to be issued upon exercise of the option by November 15,
2010.
Baja owns
and operates facilities and equipment in the territorial waters of Baja
California, Mexico, where it fishes for and farms Pacific Northern Bluefin Tuna
for sale primarily into the Japanese sushi and sashimi market. Baja
is the largest tuna farming operation in Mexico and has been fishing and farming
Bluefin Tuna since 2000.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
July21, 2010, the Company and its wholly owned subsidiary, Umami Sustainable
Seafood Inc. (“Subsidiary”) filed with the Secretary of State of the State of
Nevada articles of merger providing for the merger of Subsidiary with and into
the Company. The articles of merger provide that the Company will
change its name to Umami Sustainable Seafood Inc.
Under the
articles of merger, the effective date of the merger and concurrent name change
is August 20, 2010. The Company estimates that it will take at least
until that date to obtain clearance for the name change and the assignment of a
new trading symbol from Finra, the governing body of the OTC Bulletin
Board.
Item
9.01 Financial Statements and Exhibits.
To be
filed by amendment to this Current Report within 75 days from the closing date
of the transaction.
(b) Pro
forma financial information.
Not
applicable.
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Exhibit
Number
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Description
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2.1
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Articles
of Merger
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10.5
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Stock
Purchase Agreement dated July 20, 2010 by and among Corposa, S.A. de C.V.,
Marpesca, S.A. de C.V., Holshyrna ehf, Vilhelm Mar Gudmundsson, Robert
Gudfinnsson, Baja Aqua Farms, S.A. de C.V., Oceanic Enterprises, Inc. and
Lions Gate Lighting Corp. *
|
|
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10.6
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Option
Agreement, dated July 20, 2010, by and among Baja Aqua-Farms, S.A. de
C.V., Lions Gate Lighting Corp., Corposa, S.A. de C.V. and Holshyrna, ehf
*
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|
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99.1
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Press
release dated July 22,
2010
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___________________________
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·
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To
be filed by amendment.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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LIONS
GATE LIGHTING CORP.
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|||
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July
26, 2010
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By:
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/s/ Daniel
G.
Zang
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Chief
Financial Officer
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