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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 11, 2013
OAKRIDGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-1937 41-0843268
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
400 WEST ONTARIO STREET, CHICAGO, ILLINOIS 60654
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 505-9267
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 1.01. Entry into a Material Definitive Agreement.
On December 11, 2013, Oakridge Holdings, Inc. (the "Company") entered into a
Stock Purchase Agreement (the "Agreement") with Robert C. Harvey, the Company's
Chief Executive Officer and Chief Financial Officer and a director and the
Chairman of the Board of Directors of the Company, pursuant to which the
Company agreed to sell to Mr. Harvey the shares of common stock of Lain and
Son, Inc. ("Lain"), a wholly-owned subsidiary of the Company. Lain and its
subsidiaries own the assets used in the operation of the Company's Cemetery
segment.
The purchase price payable to the Company under the Agreement is $2,060,000,
consisting of (1) $1,500,000 in cash, and (2) satisfaction of $560,000 in
indebtedness owed by the Company to Mr. Harvey in the form of (i) $410,000
principal amount of debentures and (ii) a short-term loan of $150,000. The
terms of the Agreement were determined pursuant to negotiations between
Mr. Harvey and the Company's directors other than Mr. Harvey. The foregoing
summary of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the Agreement, which is filed herewith as
Exhibit 1.1 and is incorporated herein by reference.
The closing of the transactions contemplated by the Agreement (the
"Transactions") is expected to occur before January 1, 2014, subject to the
satisfaction of customary closing conditions, including Mr. Harvey obtaining
financing needed to consummate the Transactions. Following completion of the
Transactions, Mr. Harvey is expected to continue in his role as the Company's
Chief Executive Officer and Chief Financial Officer and a director and the
Chairman of the Board of Directors of the Company. The Company believes
completion of the Transactions will strengthen the Company's balance sheet and
provide increased flexibility to its Stinar business to execute its operating
plans in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Stock Purchase Agreement, dated December 11, 2013, by
and between Robert C. Harvey and Oakridge Holdings, Inc.
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, thereunto duly authorized.
OAKRIDGE HOLDINGS, INC.
Date: December 11, 2013 /s/ Robert C. Harvey
Robert C. Harvey
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of the Board of Directors
EXHIBIT INDEX
EXHIBIT INDEX
Exhibit Description Method of Filing
1.1 Stock Purchase Agreement, Filed Electonically
dated December 11, 2013,
by and between Robert C. Harvey
and Oakridge Holdings, Inc
