Form 8-K for EWASTE SYSTEMS, INC. 3-May-2013
Post# of 3844
Posted On: 05/03/2013 10:51:15 AM
Form 8-K for EWASTE SYSTEMS, INC.
3-May-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhibit
Item 1.01 Entry into Material Definitive Agreement
In keeping with its strategy announced at the beginning of 2013, on April 28, 2013 E-Waste Systems, Inc. (the "Company") entered into a binding term sheet with the shareholders of Surf Investments, Ltd. of Irvine, California ("SURF") whereby a newly formed company to be controlled by the Company shall enter into a Share Purchase Agreement ("the Agreement") to purchase all of the issued and outstanding shares of SURF. All employees of Surf and all operations shall form part of the transaction.
The Purchase Price for 100% of the share capital of Surf, shall be based on a formula determined by various categories of Surf's sales over the twelve month period ending March 2013. The consideration shall be paid by the assumption of certain debt and newly issued Series A convertible preferred shares of EWSI at 90% of face value (the 'Shares'). These Shares may be converted into restricted common stock of EWSI at the Shareholders choice after a 1 year holding period in equal installments over a 6 month period at a price equivalent to the average of the 10 day volume weighted average closing price per share (the 'VWAP') immediately prior to conversion date.
The employees shall remain post-closing of the acquisition and the majority shareholder, and current president of Surf, Kimberly Crew, shall become a member of the Company's Board of Advisors.
A copy of the term sheet is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing descriptions of the agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreement.
This acquisition is the result of, and part of, a transaction originally negotiated by the Company in fiscal year 2011 but which was not completed at that time.
The transaction is expected to close within the month and is subject to execution of definitive agreements and board approval. Due diligence has already commenced
3-May-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhibit
Item 1.01 Entry into Material Definitive Agreement
In keeping with its strategy announced at the beginning of 2013, on April 28, 2013 E-Waste Systems, Inc. (the "Company") entered into a binding term sheet with the shareholders of Surf Investments, Ltd. of Irvine, California ("SURF") whereby a newly formed company to be controlled by the Company shall enter into a Share Purchase Agreement ("the Agreement") to purchase all of the issued and outstanding shares of SURF. All employees of Surf and all operations shall form part of the transaction.
The Purchase Price for 100% of the share capital of Surf, shall be based on a formula determined by various categories of Surf's sales over the twelve month period ending March 2013. The consideration shall be paid by the assumption of certain debt and newly issued Series A convertible preferred shares of EWSI at 90% of face value (the 'Shares'). These Shares may be converted into restricted common stock of EWSI at the Shareholders choice after a 1 year holding period in equal installments over a 6 month period at a price equivalent to the average of the 10 day volume weighted average closing price per share (the 'VWAP') immediately prior to conversion date.
The employees shall remain post-closing of the acquisition and the majority shareholder, and current president of Surf, Kimberly Crew, shall become a member of the Company's Board of Advisors.
A copy of the term sheet is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing descriptions of the agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreement.
This acquisition is the result of, and part of, a transaction originally negotiated by the Company in fiscal year 2011 but which was not completed at that time.
The transaction is expected to close within the month and is subject to execution of definitive agreements and board approval. Due diligence has already commenced
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