Attached files
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| EX-10.2 - EGPI FIRECREEK, INC. | v198491_ex10-2.htm |
| EX-10.1 - EGPI FIRECREEK, INC. | v198491_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): October 1, 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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Effective
October 1, 2010, EGPI Firecreek, Inc. (“Purchaser” or “EGPI”) executed a
Securities Purchase / Exchange Agreement (“SPA”) with the owners
(“Sellers”) of Terra Telecom, LLC, an Oklahoma limited liability company,
located at 4510 South 86th East Ave, Tulsa, Oklahoma, 74145 (the “Company” or
“Terra”) to acquire all of the outstanding stock of Terra, and 100% of the total
LLC membership units existing thereof, (the Sellers, the Purchaser, and the
Company are collectively referred to herein as the “PARTIES”). All assets and
liabilities of the Company, other than information listed in the SPA (see
Exhibit 10.1 to this Current Report hereto), are considered to be transferred to
the Purchaser.
A summary
of the material terms of the SPA are as follows:
A. The
Sellers own all of the issued and outstanding ownership interests of Terra and
desire to exchange all of their interests in the Company for Preferred Stock of
Purchaser.
B. The
Parties are delivering the SPA in reliance upon the exemption from securities
registration afforded by Section 4(2) of the Securities Act of 1933,
as amended (the “1933 Act”), and Rule 506 of Regulation D
(“Regulation D”) as promulgated by the United States Securities and
Exchange Commission (the “SEC”) under the 1933 Act.
C. The
Purchaser has authorized a new series of convertible preferred stock of the
Purchaser designated as Series D Cumulative Preferred Stock, the terms of which
are set forth in the certificate of designation for such series of
preferred stock and shall be convertible into the Purchaser’s common stock, par
value $0.001 per share (the “Common Stock”), in accordance with the terms of the
Certificate of Designations.
D. In
exchange for each of the Sellers’ ownership interest in Terra which in the
aggregate equal 100%, the Sellers’ shall receive a proportionate pro rata share
of 600,000 shares of EGPI new Series D convertible stock with stated value of
$10.00 per share, in exchange for cancelation of debt in the aggregate amount of
USD three million five hundred two thousand seven hundred seventy one
($3,502,771) dollars and upon which each of the Sellers are to acquire upon
the terms and conditions stated in this SPA, (i) that aggregate number of
shares of Preferred Stock set forth opposite such person’s name in column
(3) on the Schedule of Buyers attached thereto as Exhibit A see
Exhibit 10.1 to this Current Report hereto (which aggregate number of Preferred
Stock for the Sellers’ shall be convertible up to 60,000,000 shares of Common
Stock of the Purchaser, being referred to in the SPA as the “Conversion
Shares”).
E. Contemporaneously
with the execution and delivery of the SPA, and in consideration for the
issuance of the Preferred Shares, the Sellers’ shall transfer 100% of the
unencumbered ownership interest in the Company owned by each of them, upon the
terms and conditions set forth therein the SPA.
Exchange
of Securities
1.1 Purchase
and Sale. Subject
to the terms and conditions of the SPA the Sellers agree to exchange all of the
outstanding ownership interests of the Company (“MEMBER UNITS” or “UNITS” or
“SHARES”) for the Preferred Stock.
1.2 Preferred
Stock.
1.2.1 In
exchange for each of certain sellers unencumbered ownership interest in Terra,
each of The Sellers’ shall acquire that aggregate number of shares of
Preferred Stock of the Purchaser as set forth opposite such person’s name in
column (3) on the “Schedule of Buyers” listed as an exhibit to the
SPA, which aggregate number of Preferred Shares is hereinafter referred to as
the “Consideration”. The Preferred Shares will be non-voting, convertible into
Common Stock of the Purchaser (after giving effect to a reverse stock split
discussed as example in Schedule 1.2.1) upon the triggering events described
therein, but shall include at a minimum terms and conditions as
follows:
(a) FIRST
CONVERSION DATE, January 1, 2013 (“FIRST CONVERSION DATE”) at Ten Cents ($0.10)
per share subject to performance criteria of the Company of an average of the
two previous calendar years, prior to the First Conversion Date, of Twenty
Million US Dollars ($20,000,000.00) in revenue and an average of the two
previous calendar years, prior to the First Conversion Date, of Two Million US
Dollars ($2,000,000.00) in EBITDA.
(b) If
the performance criteria in section (a) above is not met for the First
Conversion Date, then on January 1, 2014 (“SECOND CONVERSION DATE”) the
Preferred Shares are convertible at Ten Cents ($0.10) per share if the following
performance criteria of the Company is met for the calendar year ending in
2013:
(1) Thirty
Million US Dollars ($30,000,000.00) in revenue,
(2) Three
Million US Dollars ($3,000,000.00) in EBITDA.
(c) If
the Preferred Shares have not been converted by the First Conversion Date or the
Second Conversion Date, then on January 2, 2014 the conversion prices changes to
Twenty Cents ($0.20) per share,
(d) If
not converted, the Preferred Shares shall expire on January 1,
2015.
(e) All
determinations made hereunder shall be made an independent certified public
accountant acceptable to all Parties the cost of which shall be split equally
between the Purchaser and the Sellers.
A copy of
the Stock Purchase Agreement which include the material terms, and its related
attachments, are attached as exhibits to this report.
BUSINESS
TERRA
TELECOM, LLC:
Terra
Telecom is considered recognized as a leading provider of state-of-the-art
communication technologies and a premier Alcatel-Lucent partner. They currently
serve various sized companies and organizations that use and deploy
communications systems, sales, service, and training while consolidating and
optimizing the end user experience. Its goal is to provide customers value and
integrity in each of these opportunities. Since 1980, Terra has focused on
delivering enterprise solutions while leading with voice services and offering
full turn-key solutions that consist of voice, data, video and associated
applications. Terra is believed to have developed into an industry leader in
value creation for each of their clients and stakeholders. Terra’s enterprise
business has experienced exponential sales volume and revenue growth since
January 2005 with year to year revenue growth presented to us averaging 46.6%
over 2005, 2006 and 2007. In 2006 Terra relocated its company headquarters to a
25,000 square foot facility in Tulsa, Oklahoma. This facility provides Terra the
space to continue growth and the ability to manage operations throughout the
nation. Terra Telecom also works with the United Nations delivering Alcatel
voice products to several countries and the Texas Dept. of Transportation, which
will bring significant opportunities to EGPI Firecreek, Inc. through Terras
various ITS/DOT opportunities in place with Alcatel products. Terra employs
approximately 40 personnel at the present time.
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 Terra Telecom, LLC, 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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Competitive
factors;
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·
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General
economic conditions;
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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.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering, the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities.
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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 Terra Telecom, LLC
a company formed and existing under the laws of the State of Oklahoma (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”), and Terra Telecom,
LLC, a company formed and existing under the laws of the State of Oklahoma (the
newly acquired “Subsidiary”). 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 Terra Telecom,
LLC
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10.2
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Schedule of Buyers, Exhibit A to the Securities Purchase Agreement with the Owners of Terra Telecom, LLC |
SIGNATURES
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:
October 7, 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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