Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8K
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Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2010
TWO RIVERS WATER COMPANY
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(Exact name of registrant as specified in its charter)
Colorado 000-51139 13-4228144
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
2000 South Colorado Blvd., Annex Suite 200, Denver, Colorado 80222
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(Address of principal executive offices)
303-222-1000
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(Registrant's Telephone number)
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(Former Name or 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.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
SECTION 2 - FINANCIAL INFORMATION
Item 2.01 Completion Of Acquisition Or Disposition Of Assets
On September 14, 2010, Two Rivers Water Company (the Company), through its
wholly owned subsidiary, TRWC, Inc. (TRWC) entered into an Agreement and Plan of
Merger (Agreement) with Two Rivers Basin, LCC (Two Rivers Basin), a Colorado
limited liability company.
On August 17, 2009, HCIC Holdings, LLC ("HCIC"), a Colorado limited liability
company, was formed to acquire and operate a water business consisting of
ownership of water rights, storage of water and distribution of water (the
"Water Business"). The Company, prior to September 14, 2010, owned 50% of HCIC,
through TRWC. The other owner of 50% of HCIC was Two Rivers Basin.
As part of the Agreement, TRWC, in exchange for 7,500,000 shares of the
restricted common stock of the Company, acquired 100% of the outstanding
membership equity of Two Rivers Basin.
As a result of the transaction, TRWC will be the surviving entity and shall
remain a wholly-owned subsidiary of the Company and HCIC will become a
wholly-owned subsidiary of TRWC.
Mr. John Stroh, II is a director of the Company and an officer of TRWC and is an
equity holder of Two Rivers Basin. As a result of the Agreement, he will be
issued 996,430 shares of the Company's restricted common stock.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
Issuances of Common Stock
As a result of the Agreement with Two Rivers Basin, executed on September 14,
2010, the Company issued 7,500,000 shares of its restricted common stock to the
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equity members of Two Rivers Basin, pursuant to exemption from registration
afforded by Section 4(2) of the Securities Act of 1933 and Regulation D, Rule
506.
As a result of the issuance transaction, approximately 19,660,000 shares of
common stock are issued and outstanding as of date hereof.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
As a result of the Agreement and Plan of Merger with Two Rivers Basin and its
equity members, executed on September 14, 2010, the Company issued 7,500,000
shares of its restricted common stock to the shareholders of Two Rivers Basin.
As a result of the issuance of the shares, the Company will have approximately
19,660,000 shares of common stock issued and outstanding.
After the transaction, the equity holders of Two Rivers Basin, as a group, will
hold approximately 39.76% of the issued and outstanding common stock of the
Company. Each of 7 of the 8 equity holders of Two Rivers Basin will hold 996,430
shares or approximately 5.07% of the issued and outstanding common stock of the
Company.
Mr. John Stroh, II, a director of the Company and an officer of TWRC, is also an
equity holder of Two Rivers Basin. As such, he will be issued 996,430 shares of
the Company's restricted common stock. Prior to the execution of the Agreement,
Mr. Stroh held no stock in the Company, after the transaction Mr. Stroh holds
996,430 shares or approximately 5.07% of the issued and outstanding common stock
of the Company.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired. The following is a complete
list of financial statements filed as part of this Report.
The Company, shall file the audited and interim financial
statements by amendment to this document prior to the expiration
of the prescribed requirement of Item 9.01.
(b) Pro Forma Financial Information. The following is a complete list of
the pro forma financial statements filed as a part of this Report.
Pro Forma financial statements will be filed in an amendment to
this document within the prescribed time allowed by Item 9.01.
(c) Exhibits. The following is a complete list of exhibits filed as part
of this Report. Exhibit numbers correspond to the numbers in the
exhibit table of Item 601 of Regulation S-K.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated September 14, 2010
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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, thereunto duly authorized.
TWO RIVERS WATER COMPANY
(Registrant)
By: /s/ Wayne Harding
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Wayne Harding,
Dated: September 20, 2010 Chief Financial Officer
