UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 17, 2013
CVSL Inc.
(Exact name of registrant as specified in its charter)
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Florida |
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Commission |
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98-0534701 |
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(State or other jurisdiction |
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File No.: 00-52818 |
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(IRS Employer |
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of incorporation or organization) |
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Identification No.) |
2400 North Dallas Parkway, Suite 230, Plano, Texas 75093
(Address of principal executive offices and zip code)
(972) 398-7120
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 June 17, 2013, CVSL Inc. (the “Company”) and Richmont Capital Partners V LP (“Richmont”) entered into a First Amendment to Convertible Subordinated Unsecured Promissory Note (the “Amendment”), which amends that certain Convertible Subordinated Unsecured Promissory Note, dated December 12, 2012, in the original principal amount of $20,000,000, issued by the Company to Richmont (the “Note”).
The Amendment amends the Note to extend the date of mandatory conversion of the Note. As amended by the Amendment, the original principal amount of, and all accrued interest under, the Note is convertible mandatorily into shares of the Company’s common stock (subject to a maximum of 64,000,000 shares being issued) within ten days after June 17, 2014. All other terms and conditions of the Note remain unchanged and in effect.
John Rochon, Jr. is the 100% owner, and is in control, of Richmont Street LLC, the sole general partner of Richmont. Michael Bishop, a director of the Company, is a limited partner of Richmont. John Rochon, Jr. is a director of the Company and the son of John P. Rochon, the Company’s Chairman, President, and Chief Executive Officer.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The material terms of the Note, and the purchase agreement under which the Note was issued (the “Purchase Agreement”), are summarized in Item 2.03 of a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 18, 2012 (the “Specified Current Report”). Copies of the Note and the Purchase Agreement are attached as Exhibits 10.1 and 10.2, respectively, to the Specified Current Report.
On June 18, 2013, Rochon Capital Partners, Ltd., the holder of a majority of the Company’s issued and outstanding shares of common stock (“Rochon Capital”), and the Company entered into an Equity Contribution Agreement, dated as of June 18, 2013 (the “Equity Contribution Agreement”), pursuant to which Rochon Capital transferred to the Company (for cancelation) 32,500,000 shares of the Company’s common stock owned by Rochon Capital for no consideration.
The foregoing description of the Equity Contribution Agreement is qualified in its entirety by reference to the full text of the Equity Contribution Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 First Amendment to Convertible Subordinated Unsecured Promissory Note, dated as of June 17, 2013, between CVSL Inc. and Richmont Capital Partners V LP.
10.2 Equity Contribution Agreement, dated as of June 18, 2013, between Rochon Capital Partners, Ltd. and CVSL 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.
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CVSL Inc. |
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Date: June 21, 2013 |
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/s/ John P. Rochon |
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John P. Rochon |
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Chief Executive Officer and President |
EXHIBIT INDEX
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Exhibit
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Description |
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10.1 |
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First Amendment to Convertible Subordinated Unsecured Promissory Note, dated as of June 17, 2013, between CVSL Inc. and Richmont Capital Partners V LP. |
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10.2 |
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Equity Contribution Agreement, dated as of June 18, 2013, between Rochon Capital Partners, Ltd. and CVSL Inc. |
Exhibit 10.1
FIRST AMENDMENT TO CONVERTIBLE
SUBORDINATED UNSECURED PROMISSORY NOTE
This First Amendment to Convertible Subordinated Unsecured Promissory Note (the “ Amendment ”) is dated as of June 17, 2013 (the “ Effective Date ”) by Richmont Capital Partners V LP (the “ Company ”) and CVSL Inc. (“ CVSL ”).
Recitals
A. CVSL executed that certain Promissory Note dated December 12, 2012 (the “ Original Note ”) payable to the Company in the original principal amount of $20,000,000.
B. The parties desire to amend the Original Note pursuant to the terms of this Amendment.
Agreement
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which hereby is acknowledged, the undersigned hereby enter into this Amendment and agree as follows:
1. Amendment to the Original Note . Notwithstanding anything to the contrary contained in the Original Note, Section 5(a ) of the Original Note is amended so as to read in its entirety as follows:
(a) Mandatory Conversion . Within ten (10) days after the first anniversary of the Effective Date, the full amount of this Note (including any and all accrued interest thereon, whether previously converted to principal as PIK Interest or otherwise) shall be converted into shares of Common Stock at the Conversion Price (the “ Conversion ”); provided , however , that this Note (including any and all accrued interest thereon, whether previously converted to principal as PIK Interest or otherwise) shall not under any circumstance (other than as contemplated in Section 5(c) ) be convertible into more than 64,000,000 shares of Common Stock (the “ Maximum Conversion Stock Amount ”).
2. Continuation of Original Note . As amended hereby, the Original Note remains in full force and effect according to its terms and at no time have the liabilities or obligations arising pursuant to the Original Note been suspended or discontinued, either temporarily or permanently.
3. Future References to the Original Note . From and after the date hereof, all references to the Original Note in any and all agreements, instruments, mortgages, conveyances, documents, notes, certifications or writings of any kind or character shall be deemed to include this Amendment.
4. Conflict . To the extent any provision of the Original Note conflicts with any provision of this Amendment, the provisions of this Amendment will prevail.
FIRST AMENDMENT TO PROMISSORY NOTE
5. Binding Effect . This Amendment shall be binding upon, and shall enure to the benefit of, the parties hereto and their respective successors and assigns.
6. Execution in Counterparts . This Amendment June be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.
7. Governing Law . This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Texas, all rights and remedies being governed by such laws.
IN WITNESS WHEREOF, this Amendment has been duly executed by the undersigned effective as of the date first above written.
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Richmont Capital Partners V LP , a Texas limited partnership |
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By: Richmont Street LLC , its general partner |
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By: |
/s/ John Rochon, Jr. |
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Name: |
John Rochon, Jr. |
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Its: |
President |
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CVSL Inc. |
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By: |
/s/ Kelly Kittrell |
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Name: |
Kelly Kittrell |
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Its: |
Chief Financial Officer |
FIRST AMENDMENT TO PROMISSORY NOTE
Exhibit 10.2
EQUITY CONTRIBUTION AGREEMENT
This Equity Contribution Agreement (“ Agreement ”) dated effective as of June 18, 2013 (the “ Effective Date ”), is by and between CVSL Inc., a Florida corporation (the “ Company ”), and Rochon Capital Partners, Ltd. (“ Seller ”).
Recitals
A. Seller is the record, legal and beneficial owner of $0.0001 par value shares of common stock of the Company (the “ Stock ”).
B. Seller desires to make an equity contribution of certain shares of the Stock owned by it to the Company pursuant to the terms of this Agreement.
C. The Company agrees to accept the contribution of such shares of Stock from Seller.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Transfer of Stock .
1.1 Equity Contribution . Seller agrees to contribute and transfer (the “ Contribution ”) to the Company, without the payment of any consideration by the Company, and the Company agrees to accept from Seller, 32,500,000 shares of Stock (the “ Shares ”), free and clear of any and all Encumbrances (as defined herein). The Contribution is effective as of the Effective Date.
1.2 Execution of Stock Power . Seller shall execute the Stock Power, attached hereto as Exhibit A , to evidence and effectuate the Contribution of the Shares.
2. Representations and Warranties .
2.1 Seller’s Representations . Seller represents and warrants to the Company as follows:
(a) Stock Ownership and Other Matters . Seller owns of record and beneficially and has good, valid and indefeasible title to the Shares, free and clear of any and all Encumbrances.
(b) Authorization . Seller has the full capacity to enter into and perform this Agreement and to contribute and transfer the Shares as herein provided. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action on the part of Seller. This Agreement is the valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to applicable bankruptcy,
EQUITY CONTRIBUTION AGREEMENT
insolvency, moratorium, reorganization or other similar laws affecting the enforceability of creditors’ rights generally, and by equitable principles.
(c) Consents . No consent, approval or authorization of any person or entity, including without limitation any lender, trustee, security holder, surety or bonding company, is required in connection with the execution, delivery or performance of this Agreement by Seller.
(d) No Claims . There is no action, suit or proceeding pending or, to the knowledge of Seller, threatened against Seller or any of Seller’s properties or rights before any court or by or before any governmental body or arbitration board or tribunal that would impact, prohibit or otherwise affect the transactions contemplated by this Agreement.
(e) Capability . Seller has sufficient knowledge and experience in financial and business matters and is fully capable of evaluating the merits of transferring the Shares to the Company.
2.2 The Company’s Representations . The Company represents and warrants to Seller as follows:
(a) Authorization . The execution, delivery and performance of this Agreement and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is the valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforceability of creditors’ rights generally, and by equitable principles.
(b) Consents . No authorization, approval or consent of any person or entity, including, without limitation, any lender, trustee, security holder, surety or bonding company, is required in connection with the execution, delivery or performance of this Agreement or the transactions contemplated hereby by the Company.
3. Further Assurances . Seller shall, from time to time and at any time after the date hereof, execute and deliver such additional assignments, certificates, instruments and documents and take all additional actions as requested by the Company to effectuate the purposes of this Agreement and to consummate and evidence the Contribution.
4. Miscellaneous Provisions .
4.1 Definition . “ Encumbrance ” means any option, mortgage, pledge, security interest, lien, liability, claim, contingency, possessory interest, charge, encumbrance, title retention agreement, device or arrangement (including any lease in the nature thereof), choate or inchoate tax lien, assessment, covenant, reservation, right of first refusal, right to acquire or restrictions (whether on issuance, voting, sale, transfer, disposition or otherwise), whether imposed by agreement, understanding, law or otherwise.
4.2 Survival . All representations, warranties, covenants, agreements and indemnities contained in this Agreement or in any document delivered in connection herewith
EQUITY CONTRIBUTION AGREEMENT
shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
4.3 Entire Agreement . The parties hereto have made no representations and warranties other than those contained in the Agreement and the exhibit hereto. This Agreement and the exhibit hereto constitute the entire agreement between the parties and supersede and cancel any and all prior agreements between the parties as to the transaction covered herein.
4.4 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
4.5 Notice . All notices, requests, demands and other communications required or permitted hereunder shall be in writing and if delivered by facsimile transmission or personal delivery shall be deemed to have been given when sent; if delivered by federal express or express mail shall be deemed to have been given the next succeeding day; and if mailed, shall be deemed to have been given three days after the date when sent by registered or certified mail, postage prepaid and addressed to a party at the address as shown below or to such other address as such party may, by written notice received by the other party, have designated as the address for such purpose:
(a) if to the Company: CVSL Inc.
2400 Dallas Parkway, #230
Plano, TX 75093
(b) if to Seller: Rochon Capital Partners, Ltd.
2400 Dallas Parkway, #230
Plano, TX 75093
4.6 Severability . This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provision of this Agreement is for any reason or to any extent found to be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, but rather is to be enforced to the greatest extent permitted by law.
4.7 Costs . Each party shall pay its own fees and expenses (including legal or accounting fees or expenses) attributable to this Agreement and the transactions contemplated hereby.
4.8 Counterparts . This Agreement may be executed in multiple originals, each of which will be deemed an original but all of which together will constitute but one and the same instrument.
[Remainder of Page Intentionally Left Blank]
EQUITY CONTRIBUTION AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of the Effective Date first set forth above.