UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K/A
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 26,
2010
CULLEN AGRICULTURAL HOLDING
CORP.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-53806
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27-0863248
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1431 N Jones
Plantation Road, Millen, Georgia
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30442
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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: (706)
621-6737
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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.
As
previously announced, on July 26, 2010, Cullen Agricultural Holding Corp. (the
“Company”) entered into a Sales Contract (“Agreement”) with Wilbert Roller
(“Buyer”) pursuant to which the Company will sell to Buyer approximately 1,070
acres of land for $2 million. The number of acres being sold
represents approximately 35% of the acres of land owned by the
Company.
The
Agreement was subject to certain closing conditions including the Buyer
obtaining commercially reasonable financing within 45 days from the date of
execution of the Agreement. On September 16, 2010, the Company and
the Buyer agreed to amend the terms of the Agreement, effective as of September
9, 2010, to provide that the Buyer now has until October 8, 2010 to obtain
commercially reasonable financing for the purchase of the land.
It is
anticipated that the closing of the purchase will take place no later than 60
days after the Buyer obtains the necessary financing for the
purchase.
Item
8.01. Other
Events.
As
previously announced, the Company has been in the process of attempting to
obtain land development financing secured by the property it owns and operates
to support its working capital needs and implement its business plan. However,
due to the recent performance of farming operations in the region, as well as
the general economic downturn, financial institutions have been unwilling to
provide such financing. As a result, the Company has been unable to obtain the
necessary funding to support the implementation of its business plan at this
time. Accordingly, the Company has sold portions of its unused land, reduced
salaries paid to its employees and curtailed operations in order to raise
capital and reduce operating expenses. In connection therewith, the Company has
recently entered into an additional sales contract to sell approximately 100
acres of land for approximately $170,000, representing approximately 4% of the
acreage owned by the Company. The sale is anticipated to close on
September 22, 2010. The Company intends to use substantially all of
the proceeds from the sale of the land to repay a portion of the existing
promissory note held by Cullen Inc. Holdings Ltd., an affiliate of Eric J.
Watson, the Company’s Chief Executive Officer, currently in the amount of $4.1
million.
The
Company continues to explore all financing and strategic alternatives available
to it, including the possibility of disposing of or leasing additional portions
of its land in order to continue to support its working capital needs or
alternatively to retire certain of its outstanding debt to reduce its interest
obligations. The Company will also explore alternative opportunities available
to it outside the agricultural space and its current business plan in an effort
to maximize shareholder value. There is no assurance, however, that the
Company will be successful in any of such efforts. If the Company is unable to
secure additional financing or find another alternative, the Company will not
have sufficient capital to implement its business plan and may be forced to
suspend all operations until such time as capital or another alternative is
available to it.
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.
| Date: September 21, 2010 | |||
| CULLEN AGRICULTURAL HOLDING CORP. | |||
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By:
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/s/ Eric J. Watson | |
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Name:
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Eric
J. Watson
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Title:
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Chief
Executive Officer
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