--------------------
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 27, 2007
------------
-----------------------------------------
International Thoroughbred Breeders, Inc.
-----------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-9624 22-2332039
- ---------------------------- -------------- -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One East 11th Street, Riviera Beach, Florida 33404
--------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (561) 845-2101
--------------
NOT APPLICABLE
(Former name or former address, if changed from 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-14(C))
FORWARD LOOKING STATEMENTS
Certain statements and information included in this Current Report on Form
8-K (this "Current Report") constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. When used in
this Current Report, the words or phrases "will," "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "projected,"
"intends to," or the negative of these terms and similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
certain risks, known and unknown, and uncertainties, including, but not limited
to, the ability of the Registrant (as defined below) to obtain bankruptcy court
approval with respect to motions in the Chapter 11 proceeding filed by it from
time to time, potential adverse publicity surrounding the Chapter 11 proceeding,
the ability of the Registrant to obtain and comply with obligations and
covenants in the post-petition financing documents to the extent the Registrant
determines to obtain post-petition financing, the ability of the Registrant to
fund its working capital needs through the expiration of the post-petition
financing and thereafter, the potential adverse impact of the Chapter 11
proceeding on the Registrant's liquidity or results of operations, the ability
of the Registrant to obtain and maintain adequate relationships with vendors and
customers and manage relationships with it creditors and other lenders, the
ability of the Registrant to attract and motivate key employees in the future,
potential actions of regulatory authorities which govern the Registrant's
operation, including the potential for delisting by the Securities and Exchange
Commission (the "SEC") and the potential for other liquidation resulting from
the Registrant's activities prior to bankruptcy, the ability of the Registrant
to develop, prosecute, confirm and consummate a plan of reorganization with
respect to the Chapter 11 proceeding, the Registrant's ability to implement a
plan of reorganization and obtain adequate post-petition financing or other
capital on commercially acceptable terms, economic conditions, changes in laws
or regulations and other risks described in the Registrant's reports filed with
the SEC. Such factors could materially adversely affect the Registrant's future
financial performance and could cause the Registrant's actual results for the
future periods to differ materially from any opinions or statements expressed
within this Current Report or other SEC reports. It is currently anticipated
that additional discussion of such factors that could cause actual results to
differ materially from managements's projections, forecasts, estimates and
expectations will be contained in the Registrant's future filings with the SEC.
ITEM 8.01 OTHER EVENTS.
In a Current Report on Form 8-K filed on August 10, 2007, International
Thoroughbred Breeders, Inc. (the "Registrant"), previously disclosed that the
Registrant and six of its subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code, 11 U.S.C. Sections
101 et seq., in the U.S. Bankruptcy Court for the Southern District of Florida
(the "Bankruptcy Court"), Case Number 06-16350-PGH. Additionally, pursuant to 11
U.S.C. Section 1104, the Bankruptcy Court directed the appointment of a Chapter
11 Trustee.
In lieu of filing Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q, each month the Registrant will file with the SEC a Current Report on Form
8-K that will have attached to it the monthly financial reports required by the
Bankruptcy Court. A copy of the Registrant's monthly financial reports, filed
with the Bankruptcy Court is attached hereto as Exhibits 99.1.
In early August the DIP was replaced with a Trustee (Mark Calvert of
Cascade Capital Group, (the "Trustee")). The Trustee provided a report to the
stakeholders on the status of the Company in early August. On Tuesday August 28,
a motion by the Unsecured Creditors Attorney was heard to convert the case to a
Chapter 7 case. The Trustee testified that with the help of Company management,
a total of approximately $5 million in operating expenses were eliminated
consisting of approximately 60 employees, the closing of offices in New Jersey
and Miami and concessions from a number of creditors. However the Trustee also
testified the expenses would be increased for professional fees including
trustee fees and additional marketing expense for a net reduction of
approximately $3.5 million annually. In addition the Trustee testified that
while there were a significant number of issues and problems to address, it
appeared to be in all creditors best interest for the case not to be converted.
On Friday August 31, the Judge ruled that the case should not be converted. In
the same hearing a motion was reviewed for extension of the cash collateral and
additional financing. The extension of cash collateral and additional financing
was approved through the end of October 2007. The fourth quarter of the fiscal
year is the slowest period of the year for the company. Thus the operating
projections provided to the court for the cash collateral motion disclosed a
"breakeven" operation for the balance of the third quarter and the fourth
quarter. The Trustee is focused on the liquidation of excess assets. This
includes the sale of the Royal Star, the Turnberry note and the Big Easy. The
goal is to have these assets liquidated by the end of the year.
THE REPORT CONTAINS FINANCIAL INFORMATION THAT HAS NOT BEEN AUDITED OR
REVIEWED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, IS NOT PRESENTED IN
ACCORDANCE WITH ACCOUNTING PRINCIPALS GENERALLY ACCEPTED IN THE UNITED STATES,
AND MAY BE SUBJECT TO FUTURE RECONCILIATION AND ADJUSTMENTS. THE REGISTRANT
CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION CONTAINED IN
THE REPORT WHICH CONTAINS UNAUDITED INFORMATION AND IS IN A FORMAT PRESCRIBED BY
THE APPLICABLE BANKRUPTCY LAWS. THERE CAN BE NO ASSURANCE THAT THE REPORT IS
COMPLETE. THE REPORT ALSO CONTAINS INFORMATION FOR A PERIOD THAT MAY BE SHORTER
OR OTHERWISE DIFFERENT
1
FROM THOSE CONTAINED IN THE REGISTRANT'S REPORTS FILED PURSUANT TO THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Monthly consolidated and consolidating financial reports for
International Thoroughbred Breeders, Inc. and subsidiaries for the
period from April 30, 2007, to May 27, 2007 as filed with the
Bankruptcy Court on November 20, 2007.
2
INTERNATIONAL THOROUGHBRED BREEDERS, INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of 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.
INTERNATIONAL THOROUGHBRED
BREEDERS, INC.
By:/s/ Mark T. Calvert
------------------------------------------
Mark T. Calvert, Trustee
Date: November 21, 2007
-----------------
3
EXHIBIT INDEX
Exhibit
Number Description
99.1 Monthly consolidated and consolidating financial reports for
International Thoroughbred Breeders, Inc. and subsidiaries for the
period from April 30, 2007 to May 27, 2007 as filed with the
Bankruptcy Court on November 20, 2007.
4