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): September 10, 2015

 

VPR BRANDS, LP

(Exact name of registrant as specified in its charter)

 

Delaware   000-54435   45-1740641
(State or other jurisdiction of   (Commission   (IRS Employer
incorporation or organization)   File Number)   Identification No.)

 

4401 NW 167th Street, Miami, Florida 33055

(Address of principal executive offices)

 

(305) 830-2900

(Registrant’s telephone number, including area code)

 

Soleil Capital L.P.

(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 September 10, 2015, VPR Brands, LP, a Delaware limited partnership (the “Partnership”), executed the First Amendment (the “Amendment”) to Limited Partnership Agreement (the “Agreement”) in order to change the Partnership’s business name from Soleil Capital L.P. to VPR Brands, LP. Pursuant to Sections 2.6(a)(i) and 10.2(a) of the Agreement, the general partner of the Partnership, namely Soleil Capital Management L.L.C., a Delaware limited liability company (the “General Partner”), is authorized to execute, sign, acknowledge and file any amendment to the Agreement on behalf of the limited partners of the Partnership (the “Limited Partners”) through powers of attorney executed by existing Limited Partners and prospective Limited Partners admitted to the Partnership in favor of, and granted and delivered to the General Partner. Therefore, based on such authorization, the General Partner executed an Amendment to the Agreement to effectuate the name change.

 

As previously disclosed, the Partnership also filed an amendment to its Certificate of Limited Partnership with the Delaware Secretary of State to change the Partnership’s business name from Soleil Capital L.P. to VPR Brands, LP. In addition, the Partnership has notified the Financial Industry Regulatory Authority (“FINRA”) of its name change and requested that FINRA approve a new trading symbol reflecting its new name. The name change of “Soleil Capital L.P.” (JOBI) to “VPR Brands, LP” will be announced to the Limited Partners in the next regular communication to the Limited Partners.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Description
3.1   First Amendment to Limited Partnership Agreement dated September 10, 2015.

 

 
 

 

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.

 

  VPR BRANDS, LP

 

  By: SOLEIL CAPITAL MANAGEMENT
    L.L.C., its general partner
     
  By: /s/ Kevin Frija
  Name: Kevin Frija
  Title: Manager

 

Dated: September 16, 2015

 

 
 

 

 

 

FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT

 

This FIRST AMENDMENT (this “ Amendment ”) to the Limited Partnership Agreement (the “ Agreement ”) of Soleil Capital L.P., a Delaware limited partnership (the “ Partnership ”), is hereby adopted, effective as of the 10 th day of September, 2015, by and among Soleil Capital Management L.L.C., a Delaware limited liability company, as the managing general partner of the limited partnership (the “ Managing General Partner ”), and all current and prospective limited partners of the Partnership (collectively, “ Limited Partners ”). Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Agreement. Each reference to “hereby,” “hereof,” “hereunder” and “this Agreement” in the Agreement shall, from and after the effective date of this Amendment, refer to the Agreement as amended by the Amendment.

 

WHEREAS, Section 2.2 of the Agreement provides that the Managing General Partner, without the approval of the Limited Partners, may change the name of the Partnership at any time and from time to time by filing an amendment to the Certificate of Limited Partnership (and upon any such filing the Agreement shall be deemed automatically amended to change the name of the Partnership) and thereafter notify the Limited Partners of such change in the next regular communication to the Limited Partners;

 

WHEREAS, General Partner is authorized to execute, sign, acknowledge and file any amendment to the Agreement on behalf of Limited Partners through powers of attorney executed by existing Limited Partners and prospective Limited Partners admitted to the Partnership in favor of, and granted and delivered to the General Partner pursuant to Sections 2.6(a)(i) and 10.2(a) of the Agreement;

 

WHEREAS, the Managing General Partner has elected to change the name of the Partnership to “VPR Brands, LP” pursuant to the terms and provisions of this Amendment and will provide the Limited Partners written notice of such name change during the next regular communication to the Limited Partners; and

 

WHEREAS, the General Partner desires to amend the Agreement to further evidence the change in the name of the Partnership pursuant to the terms and provisions of this Amendment.

 

NOW, THEREFORE, the General Partner does hereby amend the Agreement as follows:

 

1. The first sentence of Section 2.2 of the Agreement is hereby deleted in its entirety and the following sentence shall be substituted in its place:

 

“The name of the Partnership shall be “VPR Brands, LP””

 

2. All references in the Agreement to “Soleil Capital L.P.” are hereby replaced with “VPR Brands, LP”.

 

3. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

 

4. Except as expressly modified and amended herein, all of the terms and conditions of the Agreement shall remain unchanged and in full force and effect.

 

 
 

 

IN WITNESS WHEREOF, the Managing General Partner has caused this Amendment to be duly executed by an authorized officer as of the date first written above.

 

  VPR BRANDS, LP

 

  BY: SOLEIL CAPITAL MANAGEMENT L.L.C.
    as its General Partner
     
  By: /s/ Kevin Frija
  Name: Kevin Frija
  Title: Manager
     
  BY: LIMITED PARTNERS
    All current and prospective Limited Partners,
    pursuant to powers of attorney now and hereafter
    executed in favor of, and granted and delivered to
    the General Partner.
     
  BY: SOLEIL CAPITAL MANAGEMENT
    L.L.C., on behalf of Limited Partners
     
  By: /s/ Kevin Frija
  Name: Kevin Frija
  Title: Manager