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): May 23, 2013
 
Terra Tech Corp.
 (Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

000-54358
(Commission File Number)

26-3062661
 (IRS Employer Identification No.)

18101 Von Karman, Third Floor
Irvine, California 92612
 (Address of principal executive offices)(Zip Code)

(855) 447-6967
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 (see General Instruction A.2. below):

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 Material Definitive Agreement.

Marketing and Distribution Agreements

On May 7, 2013, Edible Garden Corp., a Nevada corporation and wholly-owned subsidiary of Terra Tech Corp., a Nevada corporation (the “Company”), entered into a letter agreement with Gro-Rite Inc., a New Jersey corporation (“Gro-Rite”) whereby Edible Garden has the right to purchase and distribute a majority of Gro-Rite’s plant products from Gro-Rite for marketing, sale and distribution.  Under the agreement, Edible Garden will receive a sales commission of 10% of the selling price of plants sold.

On May 7, 2013, Edible Garden Corp. entered into a letter agreement with NB Plants LLC, a New Jersey limited liability company (“NB Plants”), whereby Edible Garden has the right to purchase and distribute a majority of NB Plants’s plant products from NB Plants for marketing, sale and distribution.  Under the agreement, Edible Garden will receive a sales commission of 10% of the selling price of plants sold.

Both Gro-Rite and NB Plants are companies affiliated with Ken VandeVrede, Mike VandeVrede, Steve VandeVrede and Dan VandeVrede, all of whom are affiliates of the Company. Additionally, Ken VandeVrede, Mike VandeVrede, Steve VandeVrede are all directors of the Company.

Item 7.01  Regulation FD Disclosure.

On May 8, 2013, the Company issued a press release titled “Terra Tech Subsidiary, Edible Garden, Signs Distribution Contract with GroRite Garden Centers Increasing Revenue and Production Capabilities” is furnished and not filed pursuant to Item 7.01 as Exhibit 99.1 hereto.

On May 14, 2013, the Company issued a press release titled “Terra Tech Subsidiary, Edible Garden, Signs Distribution Deal with NB Plants with Projected Annual Revenue of $2 Million” is furnished and not filed pursuant to Item 7.01 as Exhibit 99.2 hereto.

On May 15, 2013, titled “Terra Tech Subsidiary Announces Second Quarter 2013 Revenue Guidance” is furnished and not filed pursuant to Item 7.01 as Exhibit 99.3 hereto.

The information in the referenced press releases shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
 
 
2

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:
 
Exhibit
 
Description
10.1
 
Letter agreement dated May 7, 2013, by and between Edible Garden Corp., a Nevada corporation, and Gro-Rite Inc., a New Jersey corporation.
10.2
 
Letter agreement dated May 7, 2013, by and between Edible Garden Corp., a Nevada corporation, and NB Plants LLC, a New Jersey limited liability company.
99.1
 
Press Release dated May 8, 2013.
99.2
 
Press Release dated May 14, 2013.
99.3
 
Press Release dated May 15, 2013.

 
3

 

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.
 
 
  Terra Tech Corp.  
  (Registrant)  
       
Date:  May 28, 2013  
By:
/s/ Derek Peterson    
  Name: Derek Peterson  
  Title: President and Chief Executive Officer  
       

 
 
4

 
 
EXHIBIT INDEX

Exhibit
 
Description
10.1
 
Letter agreement dated May 7, 2013, by and between Edible Garden Corp., a Nevada corporation, and Gro-Rite Inc., a New Jersey corporation.
10.2
 
Letter agreement dated May 7, 2013, by and between Edible Garden Corp., a Nevada corporation, and NB Plants LLC, a New Jersey limited liability company.
99.1
 
Press Release dated May 8, 2013.
99.2
 
Press Release dated May 14, 2013.
99.3
 
Press Release dated May 15, 2013.

 
 
 5

EXHIBIT 10.1
 
 
 

 
 
 
 

 
 

EXHIBIT 10.2
 
 
 
 
 

 
 
 
 

 
 
 

EXHIBIT 99.1

Terra Tech Subsidiary, Edible Garden, Signs Distribution Contract with GroRite Garden Centers Increasing Revenue and Production Capabilities

(Irvine, CA) Terra Tech Corp (OTCBB: TRTC), a leader in sustainable agricultural products, is pleased to announce it has signed a distribution deal with New Jersey based GroRite Garden Centers, a greenhouse farming retail superstore. Under the terms of the deal GroRite will be purchasing a majority of their plants for retail sale from Edible Gardens. Forecasting from prior year’s sales Edible Garden anticipates this portion of the contract to be worth close to $500,000 in annual revenue.

In addition, Edible Garden will be converting 35,000 sq ft of existing greenhouse space at GroRite’s Lincoln Park store into a hydroponic lettuce cultivation facility. This facility will produce close to 12,000 heads of hydroponically grown lettuce weekly for sale throughout the northeast as well as in their existing retail store. At full production this facility can generate up to $800,000 in sales to Edible Garden. The company anticipates harvesting their first crop of living lettuce by year-end 2013.

“The beauty of this deal is that we will have commercial production taking place within a retail setting,” said Ken Vande Vrede, COO of Terra Tech. “Consumers will be able to purchase this product at GroRite a few feet away from where it is being grown. What we don’t sell in Lincoln Park will be distributed to local grocers and other specialty retailers within a few hours drive of the facility.”

Terra Tech is working aggressively to expand the Edible Garden brand throughout the US. By partnering with local farmers who grow sustainable produce utilizing hydroponic methods, the company can increase distribution and market penetration quickly. Even though the brand will be national, each region throughout the US will have local farmers who produce and distribute within their local market. The company is currently in talks with urban farmers in multiple locations throughout the US.

“Our model has actually simplified quite a bit. We have no intention of purchasing additional farms, which would dilute shareholders. We will however partner with other urban farmers throughout the US who wish to cultivate under our standards and our brand. Utilizing distribution contracts we will market and sell their locally grown, sustainable produce in their respective markets. Under this structure Terra Tech would see 100% of the revenue stream while earning a healthy distribution fee without the overhead, capital expense and cultivation risk associated with owning multiple farms,” said Derek Peterson CEO of Terra Tech.
 
For more information about Terra Tech Corp visit: www.terratechcorp.com
Visit us on Facebook @ http://www.facebook.com/terratechcorp
Follow us on Twitter @terratechcorp

For more information about GroRite Garden Center visit: http://www.grorite.com

For more information about NB Plants visit: http://www.eatherbs.com
Visit Edible Garden on Facebook @ https://www.facebook.com/ediblefarms
 
 
1

 
 
About Terra Tech
Through its wholly-owned subsidiary GrowOp Technology, Terra Tech Corp. specializes in controlled environment agricultural technologies. The company integrates best-of-breed hydroponic equipment with proprietary software and hardware to provide sustainable solutions for indoor agriculture enterprises and home practitioners. Through their wholly-owned subsidiary Edible Garden Corp. they cultivate hydroponically grown produce and distribute through major retailers throughout the country. Terra Tech Corp. was incorporated in July 2008 in the State of Nevada; its subsidiary GrowOp Technology was founded March 2010, in Oakland, California.
 
FOR MORE INFORMATION:

Media Contacts:
Lindsay Wiemer
Lindsay@terratechcorp.com
855-447-6967 ext 703

Investor Relations:
Bill Clayton
Independence Financial Ltd.
Toll-Free:  (888) 603-2896
Direct:  (480) 414-1897
Email:  info@terratechcorp.com
 
Statements in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in Terra Tech Corp.’s filings with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to Terra Tech Corp.’s (i) product demand, market and customer acceptance of its equipment and other goods, (ii) ability to obtain financing to expand its operations, (iii) ability to attract qualified sales representatives, (iv) competition, pricing and development difficulties, (v) ability to integrate GrowOp Technology Ltd. into its operations as a reporting issuer with the Securities and Exchange Commission, and (iv) general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on Terra Tech Corp.’s website does not constitute a part of this release.
 
 
 2


EXHIBIT 99.2

Terra Tech Subsidiary, Edible Garden, Signs Distribution Deal with NB Plants With Projected Annual Revenue of $2 Million

(Irvine, CA) Terra Tech Corp (OTCBB: TRTC), a leader in sustainable agricultural products, is pleased to announce it has signed a distribution deal with New Jersey based NB Plants, a hydroponic greenhouse grower of specialty plants. Under the terms of the deal, Edible Garden will have first right to purchase NB Plants entire crop throughout the year. Edible Garden has been establishing vendor relationships with major retailers in the northeast to distribute the product. Forecasting from the prior year’s sales, Edible Garden anticipates this contract to be worth up to $2,000,000 in annual revenue.

“This is another valuable relationship that is consistent with our revised business model. By assuming a distribution and branding role throughout the country we have the ability to expand faster without carrying the burdensome operating risk associated with owning multiple farms,” explains Ken Vande Vrede, COO of Terra Tech. “While we weren’t able to execute a full merger at this point due to certain prohibitive covenants in the company’s debt structure, we were able to ink a distribution deal which has significant value for us without the dilution or expense of the merger.”

Edible Garden will be purchasing produce as well as annuals and perennials to sell throughout the Northeast. Currently Edible Garden, a premier brand of local and sustainably grown produce, is available at approximately 400 major grocery store chains such as Shoprite, Food Emporium and others throughout New Jersey, New York, Delaware, Maryland, Connecticut, and Pennsylvania. This distribution relationship gives the company access to additional product in order to meet demand.

“This agreement is extremely important for us to bridge the gap until we finish construction on our new five-acre hydroponic facility. Once we are finished at the end of the year, our capacity will have grown significantly and we anticipate keeping this contract in place in order to further the company’s reach in the northeast,” said Derek Peterson, CEO of Terra Tech. “Additionally our objective is to sign multiple contracts throughout the US establishing Edible Garden as a national brand of sustainably cultivated, locally-grown hydroponic produce. We want our customers to know they can expect high quality nutritious produce whether they reside in New Jersey, Connecticut or Chicago.”

For more information about Terra Tech Corp visit: www.terratechcorp.com
Visit us on Facebook @ http://www.facebook.com/terratechcorp
Follow us on Twitter @terratechcorp

For more information about NB Plants visit: http://www.eatherbs.com
Visit Edible Garden on Facebook @ https://www.facebook.com/ediblefarms
 
 
1

 
 
About Terra Tech
Through its wholly-owned subsidiary GrowOp Technology, Terra Tech Corp. specializes in controlled environment agricultural technologies. The company integrates best-of-breed hydroponic equipment with proprietary software and hardware to provide sustainable solutions for indoor agriculture enterprises and home practitioners. We work closely with expert horticulturists, engineers, and plant scientists to develop and manufacture advanced proprietary products for the fast-growing urban agricultural industry as well as individual hobbyists. Large companies, small urban farmers, home enthusiasts, and traditional greenhouse growers utilize our products. Our complete product line is available at specialty retailers throughout the United States, and via our website. Terra Tech Corp. was incorporated in July 2008 in the State of Nevada; its subsidiary GrowOp Technology was founded March 2010, in Oakland, California.

FOR MORE INFORMATION:

Media Contacts:
Lindsay Wiemer
Lindsay@terratechcorp.com
855-447-6967 ext 703

Investor Relations:
Bill Clayton
Independence Financial Ltd.
Toll-Free:  (888) 603-2896
Email:  info@terratechcorp.com

Statements in this press release may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipate”, “believe”, “estimate”, “expect”, “intend” and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in Terra Tech Corp.’s filings with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to Terra Tech Corp.’s (i) product demand, market and customer acceptance of its equipment and other goods, (ii) ability to obtain financing to expand its operations, (iii) ability to attract qualified sales representatives, (iv) competition, pricing and development difficulties, (v) ability to integrate GrowOp Technology Ltd. into its operations as a reporting issuer with the Securities and Exchange Commission, and (v) general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on Terra Tech Corp.’s website does not constitute a part of this release.

 
 2

EXHIBIT 99.3
 
\Terra Tech Subsidiary Announces Second Quarter 2013 Revenue Guidance
 
Irvine, May 15, 2013 (GLOBE NEWSWIRE) -- Terra Tech Corp ( TRTC ), a leader in sustainable hydroponic produce cultivation, today announced revenue guidance of $800,000 for the second quarter 2013.
 
Sales through Edible Garden and its line of locally grown hydroponic produce, which is distributed throughout the Northeast, have been strong for Terra Tech since the close of the merger in April. To date the company has recognized sales of approximately $200,000 in the second quarter, which is an increase of 300% compared to Q2 2012.
 
"Management is pleased to announce its anticipated strong revenue growth for the company's second quarter 2013," stated Derek Peterson, CEO of Terra Tech. "We expect Q2 2013 to be a record quarter for Terra Tech primarily due to the successful integration of Edible Garden. We believe that we are well positioned throughout the Northeast and forecast our revenue growth will come from our line of Living Produce. The company is dedicated to its strategy of securing new contracts, entering new markets through partnerships, and improving shareholder value.
 
Edible Garden's living produce is hydroponically cultivated and delivered to stores with its root system intact. The produce is never cut or truly harvested resulting in a live product that continues to grow ensuring consumers the freshest and most nutritious produce available. Their products are available in approximately 400 retailers throughout New Jersey, Connecticut, Delaware, Maryland, New York and Pennsylvania. You can read more about the benefits of living herbs by clicking here...
 
For more information about Terra Tech Corp visit: www.terratechcorp.com
 
Visit us on Facebook @ http://www.facebook.com/terratechcorp
 
Follow us on Twitter @terratechcorp
 
For more information about NB Plants visit: http://www.eatherbs.com
 
Visit Edible Garden on Facebook @ https://www.facebook.com/ediblefarms
 
About Terra Tech
 
Through its wholly-owned subsidiary GrowOp Technology, Terra Tech Corp. specializes in controlled environment agricultural technologies. The company integrates best-of-breed hydroponic equipment with proprietary software and hardware to provide sustainable solutions for indoor agriculture enterprises and home practitioners. We work closely with expert horticulturists, engineers, and plant scientists to develop and manufacture advanced proprietary products for the fast-growing urban agricultural industry as well as individual hobbyists. Large companies, small urban farmers, home enthusiasts, and traditional greenhouse growers utilize our products. Our complete product line is available at specialty retailers throughout the United States, and via our website. Terra Tech Corp. was incorporated in July 2008 in the State of Nevada; its subsidiary GrowOp Technology was founded March 2010, in Oakland, California.
 
 
1

 
 
FORWARD-LOOKING STATEMENTS
 
Statements in this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate", "believe", "estimate", "expect", "intend" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. Certain statements in this news release are forward-looking, including (without limitation) expectations or guidance respecting customer contract expansion, growing revenues and profits through organic growth and acquisitions, attracting new business that will increase Terra Tech's revenues, continuing to maintain costs and consummating any transactions. Undue reliance should not be placed on such forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in Terra Tech Corp.'s filings with the Securities and Exchange Commission. In addition, such statements could be affected by risks and uncertainties related to Terra Tech Corp.'s (i) product demand, market and customer acceptance of its equipment and other goods, (ii) ability to obtain financing to expand its operations, (iii) ability to attract qualified sales representatives, (iv) competition, pricing and development difficulties, (v) ability to integrate GrowOp Technology Ltd. into its operations as a reporting issuer with the Securities and Exchange Commission, and (vi) general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on Terra Tech Corp.'s website does not constitute a part of this release.
 
 
Contact:
Media Contacts:
Lindsay Wiemer
Lindsay@terratechcorp.com
855-447-6967 ext 703
 
Investor Relations:
Bill Clayton
Independence Financial Ltd.
Toll-Free: (888) 603-2896
Email: info@terratechcorp.com

 
 2