UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8K
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 20, 2013
OAKRIDGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-1937 41-0843268
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
400 WEST ONTARIO STREET, CHICAGO, ILLINOIS 60654
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 505-9267
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 2.01. Completion of Acquisition or Disposition of Assets.
On December 20, 2013, Oakridge Holdings, Inc. (the "Company") completed the
previously announced sale of all of the shares of common stock of Lain and
Son, Inc. ("Lain") to Robert C. Harvey, the Company's Chief Executive Officer
and Chief Financial Officer and a director and the Chairman of the Board of
Directors of the Company. Lain and its subsidiaries own the assets that had
been used in the operation of the Company's Cemetery segment.
The purchase price paid to the Company for the sale of Lain was $2,060,000,
consisting of (1) $1,500,000 in cash and (2) satisfaction of $560,000 in
indebtedness owed by the Company to Mr. Harvey in the form of (i) $410,000
principal amount of debentures and (ii) a short-term loan of $150,000. The
terms of the transaction were determined pursuant to negotiations between
Mr. Harvey and the Company's directors other than Mr. Harvey. The foregoing
summary does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreement, dated December 11, 2013, by and
between the Company and Mr. Harvey, which is filed as Exhibit 1.1 hereto and
is incorporated herein by reference.
The Company continues to own and operate its Stinar business providing
products and services to the aviation industry, and Mr. Harvey continues to
serve as the Company's Chief Executive Officer and Chief Financial Officer
and a director and the Chairman of the Board of Directors of the Company.
The Company believes the sale of Lain will strengthen its balance sheet and
provide increased flexibility to the Stinar business to execute its
operating plans.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Stock Purchase Agreement, dated December 11, 2013, by and
between Robert C. Harvey and Oakridge Holdings, Inc.(1)
(1) Incorporated by reference to the like numbered Exhibit to the
Company's Current Report on Form 8-K (File No. 0-1937) filed
with the Commission on December 12, 2013.
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, thereunto duly authorized.
OAKRIDGE HOLDINGS, INC.
Date: December 20, 2013 /s/ Robert C. Harvey
Robert C. Harvey
President, Chief Executive Officer,
Chief Financial Officer and
Chairman of the Board of Directors
EXHIBIT INDEX
EXHIBIT INDEX
Exhibit Description Method of Filing
1.1 Stock Purchase Agreement, Incorporated
dated December 11, 2013, by reference
by and between Robert C. Harvey
and Oakridge Holdings, Inc