UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or15(d) of the
Securities Exchange Act of 1934
Date of Report: October 11, 2016
(Date of earliest event reported)
 
CRYSTAL ROCK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
DE
(State or other jurisdiction
of incorporation)
000-31797
(Commission File Number)
03-0366218
(IRS Employer
Identification Number)
 
1050 Buckingham St., Watertown, CT
(Address of principal executive offices)
 
06795
(Zip Code)
 
860-945-0661
(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:

 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 October 11, 2016, Crystal Rock Holdings, Inc. (the “Company”) amended its current lease agreement with Henry E. Baker for its office located at 313 Long Ridge Road, Stamford, Connecticut (the “Amended Stamford Lease”).  Pursuant to the terms of the Amended Stamford Lease, the Company pays $256,668 per year payable in equal monthly installments of $21,389.  The Amended Stamford Lease expires on September 30, 2020 and is renewable for an additional term of five (5) years at the Company’s option.

On October 11, 2016, the Company amended its current lease agreement with Henry E. Baker for the Baker Grandchildren Trust U/T/A Dated May 5, 2000 for its headquarters located at 1050 Buckingham Street, Watertown Connecticut (the “Amended Watertown Lease”).  Pursuant to the terms of the Amended Watertown Lease, the original lease term was extended by five (5) years and will expire on October 11, 2021 and the Company pays $470,521 per year payable in equal monthly installments of $39,210.08.  The Amended Watertown Lease is renewable for an additional term of five (5) years at the Company’s option.

The foregoing summaries of the material terms of the Amended Stamford Lease and the Amended Watertown Lease (together, the “Amended Leases”) are each qualified in their entirety by reference to the full text of the Amended Leases, which are attached hereto as Exhibit 10.1 and 10.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No.
Description of Exhibit
   
First Amendment dated October 11, 2016 to Lease of Building and Land 313 Long Ridge Road, Stamford, Connecticut between Henry E. Baker and Crystal Rock, LLC, a Delaware Limited Liability Company dated September 30, 2010
   
Third Amendment dated October 11, 2016 to Lease of 1050 Buckingham Street, Watertown, CT between Henry E. Baker for the Baker Grandchildren Trust U/T/A dated May 5, 2000 and Crystal Rock Spring Water Company dated May 5, 2000

 

 
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 hereunto duly authorized.
 
Dated:  October 17, 2016
CRYSTAL ROCK HOLDINGS, INC.
 
By:   /s/ David Jurasek                                                              
        David Jurasek
        CFO/Treasurer



EXHIBIT INDEX
 
Exhibit No.
Description of Exhibit
   
First Amendment dated October 11, 2016 to Lease of Building and Land 313 Long Ridge Road, Stamford, Connecticut between Henry E. Baker and Crystal Rock, LLC, a Delaware Limited Liability Company dated September 30, 2010
   
Third Amendment dated October 11, 2016 to Lease of 1050 Buckingham Street, Watertown, CT between Henry E. Baker for the Baker Grandchildren Trust U/T/A dated May 5, 2000 and Crystal Rock Spring Water Company dated May 5, 2000

 


 

Exhibit 10.1

 
FIRST AMENDMENT
TO LEASE OF BUILDING AND LAND 313 LONG RIDGE ROAD, STAMFORD,
CONNECTICUT BETWEEN HENRY E. BAKER AND CRYSTAL ROCK, LLC, A
DELAWARE LIMITED LIABILITY COMPANY DATED SEPTEMBER 30, 2010
 
WHEREAS, the Parties executed a lease for the subject premises on September 30, 2010; and

WHEREAS, Crystal Rock Spring Water Company has been merged into Crystal Rock LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Crystal Rock Holdings, Ltd., a Delaware corporation formerly known as Vermont Pure Holdings, Ltd.; and

WHEREAS, Crystal Rock Holdings, Ltd. has and is again fully assuming this lease obligation of Crystal Rock Spring Water Company; and

WHEREAS, the parties wish to execute a First Amendment to said Lease; and

NOW, THEREFORE, for $1.00 and other valuable consideration, the Parties agree to modify said lease as follows:

1.
The parties acknowledge that the twenty year term of the lease expires on September 30, 2020 and that the Rent currently is TWO HUNDRED FORTY EIGHT THOUSAND FOUR HUNDRED and 00/100 DOLLARS ($248,400.00) per annum, payable in equal monthly installments, in advance, of TWENTY THOUSAND SEVEN HUNDRED and 00/100 DOLLARS ($20,700.00) per month.

2.
The parties agree to replace Article 1.B.of the lease, with the following:

Article 1.B.

i.  Provided Tenant is not then in default beyond any applicable grace period, rent for the four (4) years commencing October 1, 2016, rent shall be TWO HUNDRED FIFTY SIX THOUSAND SIX HUNRED SIXTY EIGHT and 00/100 DOLLARS ($256,668.00) per year payable in equal monthly installments of TWENTY ONE THOUSAND THREE HUNDRED EIGHTY NINE and 00/100 DOLLARS ($21,389.00).



ii.  Provided Tenant is not then in default beyond any applicable grace period, Tenant shall have an option of renewing this Lease for an additional term of five (5) years by sending to Landlord written notice postmarked on or before April 1, 2020 that it is extending the Term of this Lease.  Rent for said term shall be negotiated by the parties.  In the event the parties fail to reach an agreement regarding rent for the second renewal term, each party shall select a qualified appraiser who shall render an opinion as to the fair rental property for the second renewal term.  The rent shall be the average of the two, less 10% for said term.

3.
All other terms and conditions of the Lease shall not be modified by this Amendment and are hereby ratified.
 
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the 11th day of October, 2016.
 
Signed, Sealed and Delivered in the presence of
 
HENRY E. BAKER
 
/s/ Caroline J Gottleib                         
 
By /s/Henry E Baker                                            
 
     HENRY E. BAKER
/s/ Betty C Steinfeld                           
 
   
 
CRYSTAL ROCK HOLDINGS, LTD. Successor to Crystal Rock Spring Water Company, TENANT
 
/s/ Debbie H Kritz                                
 
By /s/ Martin Dytrych                                         
 
/s/ Kimberly Militello                          
     MARTIN DYTRICH, its Director
     Chair, Audit Committee
     Chair, Independent Directors
 


STATE OF CONNECTICUT
)
)
ss.: WATERTOWN
COUNTY OF LITCHFIELD   )

On this 11th day of October, 2016, personally appeared, before me, HENRY E. BAKER, Signer of the foregoing instrument, and acknowledged the same to be his free act and deed
 
 
/s/ David M Jurasek                             
 
Notary Public

STATE OF FLORIDA
)
)
ss.:
COUNTY OF PALM BEACH )

Personally appeared CRYSTAL ROCK, LTD. Successor to CRYSTAL ROCK SPRING WATER COMPANY by MARTIN DYTRYCH its Director, hereunto duly authorized, signer and sealer of the foregoing instrument, and acknowledged the same to be his free act and deed, before me.
 
 
/s/ Debbie Kritz                                          
 
Notary Public
 


 

Exhibit 10.2
 
 
THIRD AMENDMENT
TO LEASE OF 1050 BUCKINGHAM STREET, WATERTOWN, CT BETWEEN
HENRY E. BAKER FOR THE BAKER GRANDCHILDREN TRUST U/T/A DATED
MAY 5, 2000 AND CRYSTAL ROCK SPRING WATER COMPANY DATED
MAY 5, 2000
 
WHEREAS, the Parties executed a lease for the subject premises on May 5, 2000; and

WHEREAS, Crystal Rock Spring Water Company has been merged into Crystal Rock LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Crystal Rock Holdings, Ltd. A Delaware corporation formerly known as Vermont Pure Holdings; and

WHREAS, Crystal Rock Holdings, Ltd. has and is again fully assuming this lease obligation of Crystal Rock Spring Water Company; and

WHEREAS, the parties executed a First Amendment to said Lease on October 2, 2000; and
WHEREAS, the Parties executed a Second Amendment to said Lease on August 29, 2007;

WHEREAS, the Parties wish to amend said lease a third time as follows:

NOW, THEREFORE, for $1.00 and other valuable consideration, the Parties agree to modify said lease as follows:

1.
The parties acknowledge that the term of the lease expires on October 5, 2016 and that the Rent currently is FOUR HUNDRED SEVENTY THOUSAND FIVE HUNDRED TWENTY ONE and 00/100 DOLLARS ($470,521.00) per annum, payable in equal monthly installments, in advance, of THIRTY NINE THOUSAND TWO HUNDRED TEN and 8/100 DOLLARS ($39,210.08) per month.

2.
The parties agree to replace Article XXIX, EXTENSION OF LEASE AND OPTIONS TO RENEW of the lease, with the following:

Article XXIX – Extension of Lease and Option to Renew :

A.  Provided Tenant is not then in default beyond any applicable grace period, this lease is extended and renewed for an additional term of five (5) years (the “First Renewal Term”) from the sixteenth anniversary of the Rent Commencement Date (144).  Rent shall be FOUR HUNDRED SEVENTY THOUSAND FIVE HUNDRED TWENTY ONE and 00/100 DOLLARS ($470,521.00) per annum, payable in equal monthly installments, in advance, of THIRTY NINE THOUSAND TWO HUNDRED TEN and 8/100 DOLLARS ($39,210.08) per month.
 

 
B.  Provided Tenant is not then in default beyond any applicable grace period, Tenant shall have an option of renewing this Lease for an additional term of five (5) years (the “Third Renewal Term”) from the twenty first anniversary of the Rent Commencement Date by sending to Landlord written notice postmarked on or before the first day of the seventh month of the twenty first Lease Year that it is extending the Term of this Lease.  Rent for said term shall be negotiated by the parties.  In the event the parties fail to reach an agreement regarding rent for the second renewal term, each party shall select a qualified appraiser who shall render an opinion as to the fair rental property for the second renewal term.  The rent shall be the average of the two, less 10% for said term.

3.
All other terms and conditions of the Lease shall not be modified by this Amendment and are hereby ratified.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the 11 th day of October, 2016.
 
Signed, Sealed and Delivered in the presence of
 
BAKER GRANDCHILDRENS’ TRUST u/t/a dated May 5, 2000 LANDLORD
 
/s/ Caroline J Gottleib                           
 
By   /s/Henry E Baker                                             
 
     HENRY E. BAKER, Trustee
/s/ Betty C Steinfeld                             
 
   
 
CRYSTAL ROCK HOLDINGS, LTD. Successor to Crystal Rock Spring Water Company, TENANT
 
/s/ Debbie H Kritz                                 
 
By /s/ Martin Dytrych                                            
 
/s/ Kimberly Militello                           
     MARTIN DYTRYCH, its Director
     Chair, Audit Committee
     Chair, Independent Directors
 
 

 
STATE OF CONNECTICUT
)
)
ss.: WATERTOWN
COUNTY OF LITCHFIELD   )

Personally appeared BAKER GRANDCHILDRENS’ TRUST u/t/a dated May 5, 2000, acting by HENRY E. BAKER, Trustee, hereunto duly authorized, signer and sealer of the foregoing instrument, and acknowledged the same to be his free act and deed and the free act and deed of said Trust, before me.
 
/s/ David M Jurasek                            
 
Notary Public

STATE OF FLORIDA
)
)
ss.:
COUNTY OF PALM BEACH )

Personally appeared CRYSTAL ROCK, LTD. Successor to CRYSTAL ROCK SPRING WATER COMPANY by MARTIN DYTRYCH its Director, hereunto duly authorized, signer and sealer of the foregoing instrument, and acknowledged the same to be his free act and deed, before me.
 
 
/s/ Debbie Kritz                                        
 
Notary Public