UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 4, 2015
 
MERIDIAN WASTE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

New York
 
001-13984
 
13-3832215
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
     
Identification No.)

12540 Broadwell Road, Suite 2104
Milton, GA 30004
 (Address of principal executive offices)

(678) 871-7457
(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.

Effective December 4, 2015, Meridian Waste Solutions, Inc. (the “ Company ”) entered into a First Amendment of Amended and Restated Membership Interest Purchase Agreement (the “ Amendment ”) by and among the Company, Timothy M. Drury (" Seller "), Christian Disposal LLC (" Christian Disposal "), FWCD, LLC, a Missouri limited liability company wholly owned by Christian Disposal; Here to Serve Missouri Waste Division, LLC, a Missouri limited liability company wholly owned by the Company; and Here to Serve Georgia Waste Division, LLC, a Georgia limited liability company wholly owned by the Company. The parties to the Amendment (the “ Parties ”) executed and delivered Amendment to amend certain terms and conditions of that certain Amended and Restated Membership Interest Purchase Agreement by and among the Parties, dated October 16, 2015 (the “ Purchase Agreement ”).

Pursuant to the Amendment, the closing of the Purchase Agreement (the “ Closing ”) will take place on January 5, 2016 or such other date as the Parties may agree (the “Closing Date”).  Pursuant to the Purchase Agreement, as amended by the Amendment, subject to customary closing conditions as set forth in the Purchase Agreement, the Company will purchase from Seller 100% of the membership interests of Christian Disposal in exchange for the following (collectively, the “ Purchase Price ”): (i) Thirteen Million Dollars ($13,000,000), subject to a working capital adjustment in accordance with Section 1.4 of the Purchase Agreement; (ii) 1,750,000 shares of the Company’s common stock (the “ Purchase Price Shares ”); (iii) a Convertible Promissory Note in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), bearing interest at 8% per annum; and (iv) an additional purchase price of Two Million Dollars ($2,000,000), payable upon completion of an extension under a certain contract to which Christian Disposal is party, in accordance with, and subject to any applicable reductions set forth in, Section 1.3(b) of the Purchase Agreement. Pursuant to the Amendment, in the event that the Closing does not occur on or prior to the Closing Date, the Purchase Price Shares would nevertheless be issued to Seller and, under such circumstances, the Company could become obligated to pay certain additional cash amounts to Seller based on Seller’s tax liability related to the Purchase Price Shares, as is set forth in the Amendment. The Purchase Agreement contains typical representations, warranties and covenants.

The above description of the Amendment and the Purchase Agreement do not purport to be complete and are qualified in their entirety by the full text of such documents, which are included as exhibits to this Current Report on Form 8-K and are incorporated by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
 
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 
Exhibit No.
 
Description
     
10.1
 
Amended and Restated Membership Interest Purchase Agreement made and entered into as of October 16, 2015, by and among Timothy M. Drury; Christian Disposal LLC; FWCD, LLC; Meridian Waste Solutions, Inc.; Here to Serve Missouri Waste Division, LLC; and Here to Serve Georgia Waste Division, LLC, filed with Current Report on Form 8-K filed with the Securities and Exchange Commission on October 22, 2015
10.2
 
First Amendment to Amended and Restated Membership Interest Purchase Agreement by and among Timothy M. Drury; Christian Disposal LLC; FWCD, LLC; Meridian Waste Solutions, Inc.; Here to Serve Missouri Waste Division, LLC; and Here to Serve Georgia Waste Division, LLC, dated December 4, 2015*
* filed herewith
 
 
 
 
 
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.

 
 
MERIDIAN WASTE SOLUTIONS, INC.
 
       
Date: December 9, 2015
By:
/s/ Jeffrey Cosman
 
   
Name: Jeffrey Cosman
 
   
Title: Chief Executive Officer
 
       

 



 
 
 
 
Exhibit 10.2
 
FIRST AMENDMENT
TO
AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT

 
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into as December 4, 2015 (the "Effective Date"), by and among Timothy M. Drury, an individual residing in the State of Missouri ("Seller"), and Christian Disposal LLC, a Missouri limited liability company, (the "Company"); FWCD, LLC, a Missouri limited liability company ("FWCD"); Meridian Waste Solutions, Inc., a New York corporation, ("Purchaser" or "MRDN"); Here to Serve Missouri Waste Division, LLC, a Missouri limited liability company wholly owned by MRDN ("HSMWD"); and Here to Serve Georgia Waste Division, LLC, a Georgia limited liability company wholly owned by MRDN ("HSGWD" and together with HSMWD, collectively the "Subsidiaries").
 
WHEREAS, Seller, the Company, FWCD, Purchaser, and the Subsidiaries are parties to that certain Amended and Restated Membership Interest Purchase Agreement dated October 16, 2015 (the "Purchase Agreement"), pursuant to which Seller agreed to sell, and Purchaser agreed to purchase, the Membership Interests, as more particularly described in the Purchase Agreement.  Capitalized but undefined terms used in this Agreement shall have the meanings given to them in the Purchase Agreement; and

WHEREAS, Purchaser desires to extend the Closing Date set forth in the Purchase Agreement and further amend the Purchase Agreement as set forth herein, and Seller is willing to extend the Closing Date set forth in the Purchase Agreement and further amend the Purchase Agreement as set forth herein, subject to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.   Closing Date .  The Closing Date shall be extended to January 5, 2016 with Closing to occur on or before the Closing Date as may be mutually agreeable to the parties.
 
2.   Purchase Agreement Amendment .  The Purchase Agreement shall be amended as follows:
 
a.   Section 1.3(a)(ii) shall be deleted in its entirety and replaced with the following:
 
One million seven hundred fifty thousand (1,750,000) shares of Purchaser's restricted voting common stock, par value $0.025 per share (the "Purchase Price Shares") shall be issued to Seller within five (5) days of the date of the Closing.  In the event that the Closing has not occurred prior to January 6, 2016, provided that such failure to consummate closing is not attributable to Seller’s, Company’s or FWCD’s failure to execute, deliver and/or otherwise satisfy conditions of closing where Purchaser and the Subsidiaries stand ready, willing and able to close, the Purchase Price Shares shall be issued to Seller by no later than January 12, 2016.  Purchaser will execute irrevocable instructions addressed to its transfer agent concerning the issuance of the Purchase Price Shares in accordance with the foregoing (the “Issuance Instructions”) and the Issuance Instructions will be delivered to an escrow agent and be held in escrow for the benefit of Seller by such escrow agent pursuant to the terms of that certain Escrow Agreement dated December 4, 2015 (the "Escrow Agreement").  In the event that the Closing does not occur on or before the Closing Date provided that such failure to consummate closing is not attributable to Seller’s, Company’s or FWCD’s failure to execute, deliver and/or otherwise satisfy conditions of closing where Purchaser and the Subsidiaries stand ready, willing and able to close, Purchaser shall pay to Seller upon demand by wire transfer of immediately available funds to such account or accounts as Seller may direct an amount equal to the amount of federal and state income tax owed by Seller as a result of the receipt of the Purchase Price Shares (the "Tax Liability") based on the amount of the taxable income recognized as a result of the receipt by Seller of the Purchase Price Shares (the "Taxable Income") all as reasonably determined by Seller's tax preparer and as reflected on Seller's federal and state income tax returns.  Notwithstanding the foregoing, Purchaser shall not be required to pay the Tax Liability in the event that on the date the Tax Liability is finally determined by Seller's tax preparer:  (A) the Purchase Price Shares have been sold by Seller and Seller's net amount received on such sale is in excess of:  (i) the Tax Liability; plus (ii) the Taxable Income; (B) the Purchase Price Shares have not been sold by Seller and the value of the Purchase Price Shares as determined by multiplying the number of the Purchase Price Shares by the price of the common stock on the principal market on which the common stock is traded (the "Principal Market") as reported by Bloomberg's is greater than:  (i) the Tax Liability; plus (ii) the Taxable Income; or (C) in the event some but not all of the Purchase Price Shares have been sold by Seller, the sum of the net amount received by Seller upon the sale of the portion of Purchase Price Shares plus the value of the Purchase Price Shares that were retained by Seller as determined by multiplying the number of the Purchase Price Shares by the price of the common stock on the Principal Market as reported by Bloomberg's is greater than:  (i) the Tax Liability; plus (ii) the Taxable Income.
 
 
 
 
 
b.   Section 1.3(a)(iii) shall be amended by deleting the phrase "One Million Dollars ($1,000,000.00)" and replacing it with "One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00)"; and
 
c.     Exhibit A to the Purchase Agreement shall be deleted in its entirety and replaced with Exhibit A attached to this Agreement.
 
3.   Counterparts .  This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.  Delivery of signatures by e-mail or facsimile shall be valid and binding.
 

 
[SIGNATURES ON FOLLOWING PAGE]
 
 
 
 
 
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IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date and year first above written.
 

Seller :
By:
  /s/ Timothy M. Drury  
   
Timothy M. Drury, an individual
 
       
 
  Meridian Waste Solutions, Inc.  
       
Purchaser :
By:
/s/ Jeffrey Cosman  
   
Jeffrey Cosman, Chief Executive Officer
 
       
 
Company : Christian Disposal LLC  
       
 
By:
/s/ Timothy M. Drury  
    Timothy M. Drury, Manager  
       

FWCD : FWCD, LLC  
       
  By: Christian Disposal LLC, Manager  
       
 
 
By:   
/s/ Timothy M. Drury  
     
Timothy M. Drury, Manager
 
       
 
HSMWD : Here to Serve Missouri Waste Division, LLC  
       
 
By:
/s/ Jeffrey Cosman  
  Name: Jeffrey Cosman  
  Title: Manager  
       
 
HSGWD : Here to Serve Georgia Waste Division, LLC  
       
 
By:
/s/ Jeffrey Cosman  
  Name: Jeffrey Cosman  
  Title: Manager  
       
 
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