UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): June 6, 2005
ACORN HOLDING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE FILE NUMBER 0-11454 59-2332857
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2618 YORK AVENUE, MINDEN, LA 71055
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (318) 382-4574
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.
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Pursuant to the terms of an Assignment and Assumption Agreement (the "Assignment
Agreement"), dated as of June 6, 2005, Acorn Holding Corp. (the "Company") has
assumed all of the rights and obligations of Valentec Systems, Inc.
("Valentec"), the Company's new wholly-owned subsidiary (as more particularly
described below in Item 3.02), under that certain Promissory Note in the
principal amount of $1,000,000 issued by Valentec on April 28, 2005 in favor of
Montgomery Equity Partners, Ltd (the "Note"), and the Standby Equity
Distribution Agreement, dated April 28, 2005, by and between Cornell Capital
Partners, LP (the "SEDA"), together with the related agreements and documents.
The foregoing summary of the terms and conditions of the Assignment Agreement,
the Note, the SEDA and the related agreements and documents do not purport to be
complete and are qualified in their entirety by reference to the full text of
the agreements which are filed as exhibits hereof and are hereby incorporated
herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
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On June 6, 2005, the transactions contemplated under the Stock Purchase and
Share Exchange Agreement (the "Purchase Agreement"), dated May 27, 2005, by and
among the Company, Valentec and the two stockholders of Valentec (the "Valentec
Stockholders") were consummated. Pursuant to the terms of the Purchase
Agreement, the Company purchased all of the outstanding shares of common stock
of Valentec (i.e., 100 shares) in exchange for the issuance by the Company to
the Valentec Stockholders on a pro rata basis of 5,423,130 newly-issued shares
of the Company's common stock, par value $.01 per share (the "Common Stock").
The shares of Common Stock are restricted securities that are exempt from the
registration requirements of the Securities Act of 1933, as amended, in reliance
on the exemption provided by Rule 506 of Regulation D. Following the
consummation of such transactions, the Valentec Stockholders, on an aggregate
basis, own approximately 77.47% of the issued and outstanding Common Stock of
the Company.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT.
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See Item 3.02 above.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF PRINCIPAL DIRECTORS.
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Pursuant to the terms of the Purchase Agreement, five of the six members of the
board of directors of the Company, namely Paula Berliner, George Farley, Ronald
J. Manganiello, Stephen A. Ollendorff and Bert Sager, resigned effective as of
June 6, 2005. In addition, Edward N. Epstein resigned as the Company's Chief
Executive Officer and Larry V. Unterbrink resigned as the Company's Secretary
and Treasurer effective as of June 6, 2005. Mr. Epstein is the sole remaining
member of the Company's board of directors.
Effective as of June 6, 2005, Mr. Zummo was appointed President and Chief
Executive Officer of the Company. Since 2000, Mr. Zummo has been Chairman of
the Board, President and Chief Executive Officer of Valentec.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) Exhibits.
10.1 Assignment and Assumption Agreement, dated as of June 6, 2005,
by and between Acorn Holdign Corp. and Valentec Systems, Inc.
10.2 Standby Equity Distribution Agreement, dated as of April 28,
2005, by and between Valentec Systems, Inc.and and Cornell
Capital Partners, LP.
10.3 Promissory Note of Valentec Systems, Inc. dated as of April 28,
2005, to Montgomery Equity Partners, Ltd.
10.4 Security Agreement, effective as of April 28, 2005, by and
between Valentec Systems, Inc.and Montgomery Equity Partners,
Ltd.
10.5 Warrant to Purchase Common Stock of Valentec Systems, Inc.
issued to Cornell Capital Partners, LP.
10.6 Registration Rights Agreement, dated as of April 28, 2005, by
and between Valentec Systems, Inc.and Cornell Capital Partners,
LP.
10.7 Placement Agent Agreement, dated as of April 28, 2005, between
Valentec Systems, Inc.and Newbridge Securities Corporation.
10.8 Escrow Agreement, dated as of April 28, 2005, by and among
Valentec Systems, Inc., Cornell Capital Partners, LP. And David
Gonzalez, Esq., as Escrow Agent.
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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.
Dated: June 10, 2005
ACORN HOLDING CORP.
By: /s/ Robert A. Zummo
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Robert A. Zummo
President and Chief Executive Officer
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