Attached files
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| EX-10.1 - Brownie's Marine Group, Inc | v205492_ex10-1.htm |
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) September 24,
2010
BROWNIE’S MARINE GROUP,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-28321
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90-0226181
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of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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940 N.W. 1st Street, Fort Lauderdale, Florida
33311
(Address
of Principal Executive Office) (Zip Code)
(954) 462-5570
(Registrant’s
telephone number, including area code)
(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:
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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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As
previously disclosed under the Company’s Form 10-Q quarterly report for the
period ended September 30, 2010, on September 24, 2010 the Company issued
an aggregate of 371,250 shares of restricted common stock to Carleigh Rae Corp.,
a Florida corporation (“CRC”) pursuant to an agreement with CRC under
which the Company’s wholly owned subsidiary, Trebor Industries,
Inc., acquired seven granted U.S. Patents and three pending U.S.
Patents, relating to water safety and survival products, including, but not
limited to, devices incorporated into life jackets, personal flotation devices,
scuba tanks and BCs (the “Intellectual Property”). The Intellectual
Property was transferred to Trebor Industries during the three month period
ending March 31, 2010. In consideration of the Intellectual Property,
the Company issued the shareholders of CRC an aggregate of 371,250 shares of
common stock of the Company and made a cash payment of an aggregate of $25,500
to the shareholders. In addition, the CRC is entitled to a percentage
of future sales amounting up to $8,250 of products the Company is to receive in
conjunction with a patent infringement lawsuit related to the Intellectual
Property that was settled in August 2010. In August 2010, the Company
settled a lawsuit for infringement of one of the patents included in the
Intellectual Property and the Company recorded $206,950 as other income that was
settled in cash and inventory credits. The Company believes the terms of the
agreement were on terms favorable to the Company, as the Company believes that
there are significant opportunities to license and market the Intellectual
Property.
Robert
Carmichael, the Company’s chief executive officer and director, also serves as
an officer and director of CRC and is a shareholder of CRC. The
shares issued to the CRC shareholders were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended. The
shares contain a legend restricting their transferability absent registration or
applicable exemption.
A copy of
the agreement is incorporated herein by references and is filed as an exhibit to
this Form 8-K. The description of the transactions contemplated by
the agreement as set forth herein does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreement and
incorporated by this reference.
Item 9.01. Financial Statements and
Exhibits
(d)
Exhibits
10.1
Agreement
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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BROWNIE’S
MARINE GROUP, INC.
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Date:
December
31, 2010
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/s/
Robert Carmichael
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Robert
Carmichael
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Chief
Executive Officer
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