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): February 17, 2015
TROPIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34911 | None | ||
|
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
1057 Parkinson Road, Unit #9 Woodstock, Ontario, Canada |
N4S 7W3 | |
| (Address of principal executive offices) | (Zip Code) |
(519) 421-1900
(Registrant’s telephone number, including area code)
N/A
(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 June 28, 2013 (the “Closing Date”), Tropic International Inc. (formerly known as Rockford Minerals Inc.) (the “Company”) entered into a share exchange agreement (the “Exchange Agreement”) with 1896432 Ontario Inc., the Company’s wholly owned subsidiary (“Subco”), Tropic Spa Inc. (“Tropic Spa”) and certain of the shareholders of Tropic Spa (collectively, the “Tropic Spa Shareholders”) pursuant to which the Company acquired 78,030,877 common shares, or approximately 78% of the issued and outstanding shares, of Tropic Spa in exchange for the issuance of 78,030,877 preferred shares of Subco to the Tropic Spa Shareholders on a one-for-one basis (the “Share Exchange”). Each one preferred share of Subco was exchangeable into one share of the Company’s common stock at the option of the holder thereof, subject to the following restrictions:
| ● | the holders of such preferred shares may not, without the written consent of Subco, exchange, sell or otherwise dispose of, directly or indirectly, any of their preferred shares until the six month anniversary of the Closing Date; | |
| ● | within 30 days of that time, and provided Tropic Spa has generated at least $1,000,000 in gross revenue during the preceding six month period, Subco shall permit the holders of such preferred shares to require Subco to redeem an aggregate of 1% of its then-outstanding preferred shares on a pro rata basis; and | |
| ● | within 30 days of each six month anniversary of the Closing Date until June 30, 2015, on which date all restrictions on such preferred shares shall automatically expire unless extended by the approval of the holders thereof, Subco shall grant the holders of its preferred shares a permission identical to the one described above. |
On February 17, 2015, the Company, Subco, Tropic Spa and the Tropic Spa Shareholders entered into an amendment to the Exchange Agreement (the “Amendment Agreement”) in order to correct a few administrative errors in the Exchange Agreement and provide for the post-closing execution of the Exchange Agreement by those shareholders of Tropic Spa who were not original signatories thereto. The complete text of the Amendment Agreement is filed as Exhibit 10.2 to this current report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
Also on February 17, 2015, the Tropic Spa Shareholders approved certain changes to the rights, privileges, restrictions and conditions attached to the preferred shares of Subco described above by consent in writing. Of these, the only material change was the deletion of the “June 30, 2015” date in section 5(b) and its replacement with “June 30, 2017”.
The complete text of the rights, privileges, restrictions and conditions attached to the preferred shares of Subco is included as Appendix I to the Exchange Agreement filed as Exhibit 10.1 to the Company’s current report on Form 8-K dated July 2, 2013.
Item 9.01 Financial Statements and Exhibits
|
Exhibit
Number |
Exhibit Description | |
| 10.2 | Amendment to Share Exchange Agreement dated February 17, 2015 with 1896432 Ontario Inc., Tropic Spa Inc. and the shareholders of Tropic Spa 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 hereunto duly authorized.
| Dated: February 19, 2015 | TROPIC INTERNATIONAL INC. | |
| By: | /s/ John Marmora | |
| John Marmora | ||
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | ||
AMENDMENT TO SHARE EXCHANGE AGREEMENT
The undersigned hereby agree to amend the share exchange agreement among Tropic International Inc. (formerly known as Rockford Minerals Inc.), 1896432 Ontario Inc., Tropic Spa Inc. and the undersigned shareholders of Tropic Spa Inc. dated June 28, 2013 (the “ Share Exchange Agreement ”), as follows:
| 1. | The first sentence of Section 2.3 of the Share Exchange Agreement is hereby amended by adding the phrase “or authorize and direct Subco to update its securities register to reflect the issuance of such shares and state that such shares are uncertificated securities, in its sole discretion” to the end of that sentence. |
| 2. | Section 3 of the Share Exchange Agreement is hereby amended by deleting the phrase “Priveco and the Selling Shareholders, jointly and severally, represent and warrant” and replacing it with “Priveco represents and warrants”. |
| 3. | Section 6.1(f) of the Share Exchange Agreement is hereby amended by deleting the word “note” and replacing it with “not”. |
| 4. | Section 8.5 of the Share Exchange Agreement is hereby deleted in its entirety and replaced with the following: |
| “8.5 | Post-Closing Execution . At any time following the Closing Date, the remaining holders of Priveco Common Stock shall be entitled to become a party to this Agreement by executing and delivering a copy hereof to Pubco. Subco shall not be required to recognize any such holders as the owners of Subco Preferred Stock, or any rights pertaining thereto, as of any specific date or time following such execution and delivery, and the granting of such recognition shall be in Subco’s sole discretion.” |
All other provisions of the Share Exchange Agreement remain unchanged, and except as amended hereby the Share Exchange Agreement remains in full force and effect.
This amendment shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to contracts made and to be performed therein.
This amendment may be executed and delivered in counterparts and by electronic transmission, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
This amendment is effective as of February 17, 2015.
| 101063467 SASKATCHEWAN LTD. | 2176526 ONTARIO INC. | |||
| Per: | /s/ James Deis | Per: | /s/ Jeffrey S. McQuade | |
| James Deis, President | Jeffrey S. McQuade, President | |||
| - 2 - |
|
/s/ Nandor Bajusz |
/s/ Lloyd East |
|||
| NANDOR BAJUSZ | LLOYD EAST | |||
|
|
FLAMAN SALES LTD. | |||
| /s/ Rudy Flaman | Per: | /s/ Rudy Flaman | ||
| RUDY FLAMAN | Rudy Flaman, Vice President | |||
| /s/ Alan Gardiner | /s/ Paige Gray | |||
| ALAN GARDINER | PAIGE GRAY | |||
| /s/ William Brian Gray | /s/ Greg Halsall | |||
| WILLIAM BRIAN GRAY | GREG HALSALL | |||
| J&J WINNY HOLDINGS LTD. | KAMANTHA ACRES LTD. | |||
| Per: | /s/ Jim Winny | Per: | /s/ David Marshall | |
| Jim Winny, President | David Marshall, President | |||
| /s/ Regan Lazar | /s/ Anthony Marmora | |||
| REGAN LAZAR | ANTHONY MARMORA | |||
| /s/ John Marmora | /s/ Joanna Maund | |||
| JOHN MARMORA | JOANNA MAUND | |||
| - 3 - |
|
/s/ Jeffrey S. McQuade |
/s/ Everett Moore |
||
| JEFFREY S. MCQUADE | EVERETT MOORE | ||
| /s/ Matthew Owens | /s/ Sandra Owens | ||
| MATTHEW OWENS | SANDRA OWENS | ||
| /s/ Rick Padulo | /s/ Joan Rampersad | ||
| RICK PADULO | JOAN RAMPERSAD | ||
| REO HOLDINGS COMPANY LTD. | |||
| /s/ Ken Rampersad | Per: | /s/ Rob Owens | |
| KEN RAMPERSAD | Rob Owens, President | ||
| /s/ John Sutherland | /s/ David Weinrauch | ||
| JOHN SUTHERLAND | DAVID WEINRAUCH | ||
| /s/ Beverly Wentzell | /s/ Doug Worden | ||
| BEVERLY WENTZELL | DOUG WORDEN | ||
| - 4 - |
| TROPIC INTERNATIONAL INC. | 1896432 ONTARIO INC. | |||
| Per: | /s/ John Marmora | Per: | /s/ John Marmora | |
| John Marmora, President | John Marmora, President | |||
|
TROPIC SPA INC. |
||
| Per: | /s/ John Marmora | |
| John Marmora, President | ||