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):

October 16, 2015  

 

SkyPeople Fruit Juice, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   000-34502   98-0222013
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

16F, China Development Bank Tower,

No. 2, Gaoxin 1st Road, Xi'an, China 710075  

 (Address of principal executive offices, including zip code)

 

(86-29) 8837-7216 

(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 (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 October 16, 2015, SkyPeople Fruit Juice, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with SkyPeople International Holdings Group Limited (the “Buyer”), a Cayman Islands Company. The Buyer indirectly holds 50.2% of the equity of the Company and Mr. Yongke Xue ("Y. K. Xue"), Chairman and Chief Executive Officer of the Company and Mr. Hongke Xue, a member of the Board of Directors (the "Board") of the Company, indirectly and beneficially own 80.0% and 9.4%, respectively, of the equity of the Buyer.

 

Pursuant to the Agreement, the Company shall issue and sell to the Buyer, and the Buyer shall purchase from the Company 5,321,600 shares of common stock (the "Shares") of the Company (the "Transaction"). The purchase price for the Shares is $1.50 per share (the "Purchase Price"), and if the closing price for the common stock of the Company quoted on the NASDAQ Global Market is higher than $1.50 per share on the third business day after the public release of the Company's quarterly results for the quarter ended September 30, 2015, counting the day of the release as the first business day, the Purchase Price shall be adjusted to such closing price per share (the "Adjusted Price"), and the Buyer shall pay an additional amount for the Shares according to the Adjusted Price, and if the closing price for the common stock of the Company quoted on the NASDAQ Global Market is lower than $1.50 per share on the third business day after the public release of the Company's quarterly results for the quarter ended September 30, 2015, counting the day of the release as the first business day, no adjustment for the Purchase Price shall be made.

 

The total purchase price of the Shares is $7,982,400 and shall be paid by cancellation of the loan from the Buyer to SkyPeople Juice Group Co., Ltd. (a 99.78% indirectly owned subsidiary of the Company and the "Borrower") under a loan agreement dated on February 18, 2013, disclosed in the Form 8-K filed with SEC on February 19, 2013 and renewed on February 18, 2014 (the "Loan") in its principal amount. The shareholder who owns the remaining 0.22 % of the Borrower has paid $17,600 in cash to the Buyer as a part of repayment of the Loan. The unpaid interest on the Loan will remain an outstanding obligation of the Borrower. The Shares shall be issued and delivered within fifteen business days upon the consummation of the Transaction.

 

The Company shall file a registration statement for the registration of the Shares for the Buyer within 180 days from the effective date of this Agreement.

 

The description contained herein of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Item 3.02 Unregistered Sales of Equity Securities

 

See Item 1.01 above.

 

The Shares issuable in connection with the transaction described at Item 1.01 of this report on Form 8-K will be issued by the Company in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of our securities pursuant to Regulation S of the Act. The Shares will be issued to non-U.S. persons (as such term is defined in Regulation S) in an offshore transaction relying on Regulation S. The Buyer has acknowledged that the Shares to be issued have not been registered under the Act.

 

Item 8.01 Other Events

 

On October 16, 2015, the Company issued a press release announcing the share purchase, a copy of which is attached hereto as Exhibit 99.1.

 

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Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Exhibit Title or Description

10.1

 

Share Purchase Agreement

99.1   Press Release

 

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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 hereunto duly authorized.

 

  SkyPeople Fruit Juice, Inc.
     
Date: October 16, 2015 By: /s/ Yongke Xue
  Name: Yongke Xue
  Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

SHARE PURCHASE AGREEMENT

 

This SHARE PURCHASE AGREEMENT is dated as of October 16, 2015 (the “Agreement”) and is entered into by and between SkyPeople Fruit Juice, Inc., a Florida corporation (the “Company” or the "Seller") and SkyPeople International Holdings Group Limited, a Cayman Islands Company (the “Buyer”).

 

RECITALS

 

WHEREAS , the Buyer, through its two wholly owned subsidiaries, indirectly holds 50.2% of the equity of the Company, and wishes to purchase 5,321,600 shares of common stock of the Company (the "Shares") at $1.50 per share; and

 

WHEREAS, the Company is willing to sell the Buyer 5,321,600 shares of common stock of the Company at $1.50 per share; and

 

WHEREAS , The Buyer has previously provided the Loan to a subsidiary of the Company described in Section 3 of this Agreement.

 

WITNESSETH

 

NOW THEREFORE , in consideration of the above recitals and promises made in this Agreement, the parties hereby agree as follows:

 

SECTION 1. Share Purchase . Subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Buyer, and the Buyer shall purchase from the Company 5,321,600 shares of common stock of the Company (the "Transaction"). The purchase price for the Shares is $1.50 per share (the "Purchase Price").

 

SECTION 2. Adjustment of the Purchase . If the closing price for the common stock of the Company quoted on the NASDAQ Global Market is higher than $1.50 per share on the third business day after the public release of the Company's quarterly results for the quarter ended September 30, 2015, counting the day of the release as the first business day, the Purchase Price shall be adjusted to such closing price per share (the "Adjusted Price"), and the Buyer shall pay the additional amount that equals to the difference between the Purchase Price and Adjusted Price times 5,321,600 shares to the Company (the "Additional Amount").

 

If the closing price for the common stock of the Company quoted on the NASDAQ Global Market is lower than $1.50 per share on the third business day after the public release of the Company's quarterly results for the quarter ended September 30, 2015, counting the day of the release as the first business day, no adjustment of the Purchase Price shall be made.

 

SECTION 3. Payments. The total purchase price of the Shares is $7,982,400 (the "Total Price") and shall be paid by cancellation of the loan from the Buyer to SkyPeople Juice Group Co., Ltd. (a 99.78% indirectly owned subsidiary of the Company and the "Borrower") under a loan agreement dated on February 18, 2013 and renewed on February 18, 2014 (the "Loan") in its principal amount. The Buyer confirms that the shareholder who owns the remaining 0.22 % of the Borrower has paid $17,600 in cash to the Buyer as a part of repayment of the Loan. Any amount of interest owed before the cancellation of the Loan shall remain of the obligation of the Borrower to the Buyer. The Shares shall be issued and delivered within fifteen business days upon the consummation of the Transaction. Upon the consummation of the Transaction, the principal amount of the Loan is deemed as fully repaid to the Buyer.

 

 

 

 

If there is a price adjustment according to the Section 2 above, the Additional Amount shall be paid by the Buyer within fifteen business days after the Adjusted Price is determined.

 

SECTION 4. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and t he Company has all requisite legal and corporate power, and has taken all corporate action on the part of its officers, directors and shareholders as may be necessary for the authorization, execution and delivery of this Agreement.

 

SECTION 5. Representations and Warranties of the Buyer . The Buyer represents and warrants to the Company that it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and the Buyer has all requisite legal and corporate power, and has taken all corporate action on the part of its officers, directors and shareholders as may be necessary for the authorization, execution and delivery of this Agreement .

 

SECTION 6. Registration Rights . Within 180 days from the effective date of this Agreement, the Company shall file a registration statement on Form S-3 or Form S-1 or on such other form promulgated by the SEC for which the Company then qualifies for the registration of the Shares for their resale by the Buyer .

 

SECTION 7. Restricted Securities . The Buyer understands that the Shares are characterized as "restricted securities" under U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Buyer understands that the Shares have not been qualified or registered under the laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities laws.

 

SECTION 8. Legends. The Buyer understands that the certificates evidencing the Shares issued pursuant to this Agreement may bear the following legend:

 

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE (A) ABSENCE OF (1) A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR (II) AN OPINION OF COUNSEL TO THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (B) UNLESS SOLD PURSUANT TO RULE 144 OF THE SECURITIES ACT. THIS SECURITY MAY NOT BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT BUT MAY BE PLEDGED IN CONNECTION WITH ANY LOAN SECURED BY SUCH SECURITIES FOR THE BENEFIT OF THE COMPANY."

 

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SECTION 9. Miscellaneous .

 

9.1 Further Assurances . Each party agrees to cooperate fully with the other parties and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonably requested by any other party to evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Agreement.

 

9.2 Number and Gender . All words and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require or as otherwise appropriate in view of their context.

 

9.3. Captions . Captions are provided herein for convenience only and they are not to serve as a basis for interpretation or construction of this Agreement, nor as evidence of the intention of the parties hereto.

 

9.4 Severability . The provisions of this Agreement are severable. The invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity or enforceability of any other of its provisions. If one or more provisions hereof shall be declared invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed in the broadest possible manner to effectuate the purposes hereof. The parties further agree to replace such void or unenforceable provisions of this Agreement with valid and enforceable provisions that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provisions.

 

9.5 Counterparts . This Agreement may be executed in separate counterparts, each of which shall be deemed as an original; when executed, separately or together, all of such counterparts shall constitute a single original instrument, effective in the same manner as if all parties hereto had executed one and the same instrument.

 

9.6 Entire Agreement . This Agreement is intended by the parties hereto to be the final expression of their agreement and constitutes and embodies the entire agreement and understanding between the parties hereto with regard to the subject matter hereof and is a complete and exclusive statement of the terms and conditions thereof, and shall supersede any and all prior oral and written correspondence, conversations, negotiations, agreements and understandings relating to the same subject matter.

 

9.7 Amendment . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each of the parties hereto.

 

9.9 Governing Law. This Agreement shall be governed by and construed in and accordance with the law of the State of Florida, without giving effect to the conflict of law principles thereof.

 

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9.10 Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights and obligations hereunder, shall not be assigned. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

9.11 Effectiveness of this Agreement. This Agreement shall become effective when it is executed by all parties and the date stated in the first sentence of this Agreement shall be the effective date.

 

[ The remainder of this page has been left intentionally blank ]

 

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement with the intent and agreement that the same shall be effective as of the day and year first above written.

 

  SkyPeople Fruit Juice, Inc.
     
  By: /s/ Xin Ma
    Name: Xin Ma
    Title: Chief Financial Officer
     
  SkyPeople International Holdings Group Limited.
     
  By: /s/ Yongke Xue
    Name: Yongke Xue
    Title: Chief Executive Officer

 

 

5

 

Exhibit 99.1

 

For more information, please contact:

 

COMPANY INVESTOR RELATIONS
Xin Ma, Chief Financial Officer David Rudnick, Account Manager
SkyPeople Fruit Juice, Inc. Precept Investor Relations LLC
Tel:   China + 86 - 29-8837-7161 Tel: US +1 917-864-8849    
Email: oliver.x.ma@skypeoplefruitjuice.com Email: david.rudnick@preceptir.com
Web: http://www.skypeoplefruitjuice.com    

 

SkyPeople Fruit Juice Announces Cancellation of Related Party Loan in

 

Sale of Stock to SkyPeople CEO

 

XI'AN, China, October 16, 2015 /PRNewswire-Asia-FirstCall/ -- SkyPeople Fruit Juice, Inc. (NASDAQ: SPU - News ) ("SkyPeople" or "the Company"), a producer of fruit juice concentrates, fruit juice beverages and other fruit-related products, today announced that its Board of Directors has approved an agreement whereby its Chief Executive Office, Mr. Yongke Xue, through an entity controlled by him, has agreed to purchase 5,321,600 shares of the Company’s common stock at $1.50 per share for a total price of $7,982,400 to be paid for by the cancellation of the $8 million loan to SkyPeople Juice Group Co., Ltd. (a 99.78% indirectly owned operating subsidiary of the Company). The minority shareholder who owns 0.22 % of SkyPeople Juice Group Co., Ltd. has paid $17,600 to Mr. Xue for the remaining portion of the loan’s repayment .

 

“The Board’s decision to convert the related party loan into equity strengthens the Company’s balance sheet and provides for further financial flexibility,” said SkyPeople Chairman and CEO Yongke Xue. “The Company’s Board of Directors is intent upon creating timely operating and financial strategies to optimize SkyPeople’s growth opportunities,” Mr. Xue concluded.

 

As background, the loan from the Chief Executive Officer Xue through an entity controlled by him and his brother to the Company was dated February 18, 2013, and was renewed again on February 18, 2014 under the original terms of the agreement. The unsecured term loan had a principal amount of $8 million at an interest rate of 6% per annum.

 

About SkyPeople Fruit Juice, Inc.

 

SkyPeople Fruit Juice, Inc., a Florida company, through its wholly-owned subsidiary Pacific Industry Holding Group Co., Ltd. (“Pacific”), a Vanuatu company, and SkyPeople Juice International Holding (HK) Ltd., a company organized under the laws of Hong Kong Special Administrative Region of the People’s Republic of China and a wholly owned subsidiary of Pacific, holds 99.78% ownership interest in SkyPeople Juice Group Co., Ltd. (“SkyPeople (China)”). SkyPeople (China), together with its operating subsidiaries in China, is engaged in the production and sales of fruit juice concentrates, fruit beverages, and other fruit related products in the PRC and overseas markets. Its fruit juice concentrates are sold to domestic customers and exported directly or via distributors. Fruit juice concentrates are used as a basic ingredient component in the food industry. Its brands, “Hedetang” and “SkyPeople,” which are registered trademarks in the PRC, are positioned as high quality, healthy and nutritious end-use juice beverages. For more information, please visit http://www.skypeoplefruitjuice.com .