Attached files
| file | filename |
|---|---|
| EX-99.1 - SHARE PURCHASE AGREEMENT - DEFENSE INDUSTRIES INTERNATIONAL INC | 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
October 13,
2010
Date of
Report
(Date of
earliest event reported)
Defense
Industries International, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-30105
|
84-1421483
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer Identification No.)
|
12 Hamefalsim Street, Petach
Tikva 49514, Israel
(Address
of principal executive offices and zip code)
(011)
972-3-7168383
(Registrant’s
telephone number, including area code)
Not
Applicable
(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):
|
*
|
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
5.01 Changes
in Control of Registrant.
On
October 13 2010, Meira Fostbinder (as the heir of Mr. Joseph Fostbinder), Meira
Fostbinder, Sharon Fostbinder and Avital Gerson entered into a Share Purchase
Agreement (the “Share Purchase Agreement”) with Achiam Investments Ltd.
(“Achiam”), under which Achiam agreed to purchase and the other parties agreed
to sell, an aggregate of 19,460,000 shares of common stock, approximately
69.1283%, of Defense Industries International, Inc. (the “Company”) for a
purchase price of $2,142,852, subject to adjustment upon the occurrence of
certain events specified in the Share Purchase Agreement. A copy of
the Share Purchase Agreement is attached to this Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
As part
of the transaction, the following changes to the Company's directors and
officers occurred on October 13, 2010, the closing date under the Share Purchase
Agreement:
|
·
|
Meira
Fostbinder resigned as the Company’s Chairman of the Board of
Directors and as Vice President of Finance, Secretary and
Treasurer. Meira Fostbinder also resigned from the Board of
Export Erez Ltd.
|
|
·
|
Gil
Fostbinder resigned as a member of the Board of Directors of
the Company. Gil Fostbinder also resigned from the
Boards of Mayotex Ltd., Isorad IR Optics Ltd. and Mayosar Technologies
Ltd.
|
|
·
|
Uri
Nissani was elected as Chairman of the Board of Directors of the
Company.
|
|
·
|
Yoel
Or was elected as a member of Board of Directors of the
Company.
|
|
·
|
Avi
Melamed was elected as a member of the Board of Directors of the
Company.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
See Item
5.01 above.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits
|
|
99.1
|
Share
Purchase Agreement among Meira Fostbinder (as the heir of Mr. Joseph
Fostbinder), Meira Fostbinder, Sharon Fostbinder, Avital Gerson and Achiam
Investments Ltd.
|
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 thereunto duly
authorized.
| October 18, 2010 | DEFENSE INDUSTRIES INTERNATIONAL, INC. | |||
|
By:
/s/Uri
Nissani
|
||||
|
Name:
Uri Nissani
|
||||
|
Title:
Director
|
||||
EXHIBIT
INDEX
|
Exhibit Number
|
Description of Exhibit
|
|
99.1
|
Share
Purchase Agreement among Meira Fostbinder (as the heir of Mr. Joseph
Fostbinder), Meira Fostbinder, Sharon Fostbinder, Avital Gerson and Achiam
Investments Ltd.
|