UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K12-G3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 22, 2010
WOLVERINE HOLDING CORP. | ||
(Exact name of Company as specified in its charter) |
VISTA CONTINENTAL CORPORATION | ||
(Former name or former address, if changed since last report) |
Delaware | 333-102687 | 01-0949079 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS EmployerIdentification Number) |
P.O. Box 191767 Atlanta GA 31119
(Address of Registrant) (Zip Code)
Registrant’s telephone number, including area code (404)-816-9220
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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))
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Reorganization into a Holding Company Structure
Effective as of August 28, 2009, pursuant to an Agreement and Plan of Reorganization, Vista Continental Corporation (“Vista”) merged with and into Huskie Acquisition Corp. (“Huskie”), a Delaware corporation (“Huskie”), which was the survivor in the merger. Under the merger, each share of Vista common stock received one share of common stock of Wolverine Holdings Corp. (“Wolverine”), a Delaware corporation. Prior to the reorganization, Wolverine was a wholly-owned subsidiary of Vista, and Huskie was a wholly-owned subsidiary of Wolverine. The reorganization was effected for the purpose of reorganizing Vista as a holding company, under which Wolverine is now the parent company with the exact same shareholder base that Vista had prior to the reorganization. All of the former assets, liabilities and operations of Vista are now held by Huskie by virtue of its position as the successor in interest to Vista in the reorganization. The merger was effected without shareholder approval of Wolverine, Huskie or Vista, pursuant to Section 1081(G) of the Delaware General Corporation Law. The common stock of the Wolverine has identical rights, terms and privileges as the common stock of Vista.
Pursuant to the reorganization:
-- each share of common stock of Vista became entitled to receive one share of common stock of Wolverine;
-- each option, warrant or other instrument convertible or exchangeable into shares of common stock or preferred stock of Vista automatically became convertible into an equivalent number shares of common stock or preferred stock of Wolverine.
All of the outstanding certificates of Vista representing shares of stock of Vista shall be deemed for all purposes to evidence ownership of and to represent the shares of Wolverine, as the case may be, into which the shares of stock of Vista represented by such certificates have been converted as herein provided and shall be so registered on the books and records of Wolverine and its transfer agent. The registered owner of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to Wolverine or its transfer agent, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of stock of Wolverine, as the case may be, evidenced by such outstanding certificate.
Prior to the reorganization, Vista's common stock was traded on the Pink Sheets under the symbol "VICC". The new cusip number for Wolverine’s common stock is 978006 104, and its new trading symbol is “WLVH”.
Wolverine believes that the issuance of its common stock to shareholders of Vista in connection with the above-described transaction was exempt from the registration requirements of the 1933 Act by virtue of certain no action letters issued by the Securities and Exchange Commission with respect to holding company reorganizations effected under comparable statutes in other states.
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History of Wolverine
Wolverine was incorporated on August 25, 2009, in the state of Delaware, as a wholly-owned subsidiary of Vista for the purpose of participating in a holding company reorganization with Vista.
General Business Plan
We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the "1934 Act"). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources.
We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
We expect that the selection of a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities.
However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.
The analysis of new business opportunities will be undertaken by, or under the supervision of, our board of directors. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
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We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction.
Acquisition Opportunities
In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of us. In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future. There is no assurance that such a trading market will develop.
While the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the business transaction in a so-called "tax-free" reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to obtain tax-free treatment under the Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. This would result in significant dilution in the equity of stockholders.
As part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain independent analysis of verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures,to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.
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With respect to any merger or acquisition, and depending upon, among other things, the target company's assets and liabilities, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.
We will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements. Although the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations and warranties by all of the parties; (ii) specify certain events of default; (iii) detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing; (iv) outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms.
As stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. We are subject to all of the reporting requirements included in the 1934 Act. Included in these requirements as part of a Current Report on Form 8-K, required to be filed with the SEC upon consummation of a merger or acquisition, as well as audited financial statements included in an Annual Report on Form 10-K (or Form 10-KSB as applicable). If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.
Competition
We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
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Investment Company Act 1940
Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the "1940 Act") insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.
Intellectual Property
We do not hold any patents or patent applications.
Employees
As of December 31, 2009 and 2008, we did not have any operational activities and those activities necessary to our continued existence were performed by our directors and officers, as required.
Factors Affecting Future Performance
Although there is no assurance that our attempts to merger with another company will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing stockholders.
Sale of Subsidiary
On August 29, 2009, Wolverine sold Huskie to Yellow Jacket Holdings, LLC, a company controlled by one of our directors, in exchange for $10. At the time of the sale, Huskie had no operations or assets, but had substantial liabilities that it acquired as a result of the merger of Vista with and into Huskie. As a result of the sale, Wolverine will no longer include any assets or liabilities of Huskie (which includes the assets and liabilities of Vista, which merged into Huskie) as in its consolidated financial statements.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) | Financial Statements - Not applicable. |
(b) | Pro Forma Financial Information: Not applicable. |
(c) | Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601of Regulation S-K. |
Exhibit Number | Description | |
Agreement and Plan of Merger by and among Vista Continental Corporation, Wolverine Holdings Corp. and Huskie Acquisition Corp. | ||
Certificate of Merger filed August 28, 2009 | ||
Certificate of Correction Regarding Certificate of Merger filed September 14, 2009 | ||
Certificate of Incorporation of Wolverine Holdings Corp. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
WOLVERINE HOLDINGS CORP. | |||
By: | /s/ Erik S. Nelson | ||
Erik S. Nelson, President and Chief Executive Officer | |||
Date: February 22, 2010 | |||
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