UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) AUGUST 7, 2007
NEWTOWN LANE MARKETING, INCORPORATED
(Exact Name of registrant as specified in its charter)
DELAWARE 333-135495 20-3547231
--------- ---------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
47 SCHOOL AVENUE, CHATHAM, NEW JERSEY 07928
- ---------------------------------------- ------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 635-4047
33 Newtown Lane, East Hampton, New York, 11937
----------------------------------------------
(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:
[ ] 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))
SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SECURITIES PURCHASE AGREEMENT
On August 8, 2007 (the "Effective Date"), we entered into and closed on
a Stock Purchase Agreement (the "Purchase Agreement") with Moyo Partners, LLC, a
New York limited liability company ("Moyo") and R&R Biotech Partners, LLC, a
Delaware limited liability company ("R&R" collectively with Moyo, the
"Purchasers"), pursuant to which we sold to them, in the aggregate, twenty two
million three hundred ninety six thousand two hundred twenty nine (22,396,229)
shares of our common stock ("Common Stock") and five hundred (500) shares of
newly created Series A Convertible Preferred Stock, par value $.001 per share
(the "Preferred Stock"), each share convertible at the option of the holder into
seventy four thousand seventy-five and one-half (74,075.5) shares of Common
Stock, for aggregate gross proceeds to us of $600,000. Collectively, the Common
Stock and the Preferred Stock are referred to herein as the "Shares." A copy of
the Purchase Agreement is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
SECTION 3-SECURITIES AND TRADING MARKETS
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The disclosure set forth above in response to Item 1.01 is repeated as
if fully set forth in response to this Item. The Shares were issued to the
Purchasers, both accredited investors, pursuant to the exemption afforded by
Sections 4(2) and 4(6) of the Securities Act of 1933, as amended (the "Act"). In
addition, the stock certificates representing the Shares were imprinted with a
legend restricting transfer unless pursuant to an effective registration
statement or an available exemption under the Act.
SECTION 5-CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01. CHANGE IN CONTROL OF THE REGISTRANT
The disclosure set forth above in response to Item 1.01 is repeated, as
if fully set forth in response to this Item. On the Effective Date, the
Purchasers acquired control of the company, with R&R acquiring forty seven
million five hundred forty seven thousand one hundred eighty three (47,547,183)
shares of Common Stock (assuming the conversion by R&R of the four hundred (400)
shares of Preferred Stock it acquired pursuant to the Purchase Agreement into
twenty nine million six hundred thirty thousand two hundred (29,630,200) shares
of Common Stock) constituting 72% of the then issued and outstanding shares of
Common Stock, and Moyo acquiring eleven million eight hundred eighty six
thousand seven hundred ninety six (11,886,796) (assuming the conversion by Moyo
of its one hundred (100) shares of Preferred Stock it acquired pursuant to the
Purchase Agreement into seven million four hundred seven thousand five hundred
fifty (7,407,550) shares of Common Stock) constituting 18% of the then issued
and outstanding shares of Common Stock. R&R acquired its shares of Common Stock
with funds received from its affiliate, Rodman & Renshaw, LLC, a Delaware
limited liability company and a registered broker-dealer. Moyo acquired its
shares of Common Stock using its working capital.
On the Effective Date: (i) the Purchasers attained voting control of
the company; (ii) Arnold P. Kling was appointed to our Board of Directors and
will serve together with Vincent J. McGill, a current director; (iii) Mr. McGill
has resigned effective upon the earlier of: (a) the completion of the 10-day
period beginning on the date of the filing and mailing of an Information
Statement with the U.S. Securities Exchange Commission ("SEC") pursuant to Rule
14f-1 of the Securities Exchange Act of 1934, as amended (the "34 Act"); or (b)
August 30, 2007 and, on the effective date of his resignation, the composition
of our Board of Directors will change such that Mr. Kling will be the sole
director; (iv) all of our officers and other directors have resigned from their
respective positions with the company; and (v) our Board of Directors appointed
Mr. Kling as president and Kirk M. Warshaw as chief financial officer and
secretary.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table lists, as of the Effective Date, the number of
shares of Common Stock beneficially owned by (i) each person or entity known to
us to be the beneficial owner of more than 5% of the outstanding Common Stock;
(ii) each officer and director; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our principal
stockholders and management is based upon information furnished by each person
using "beneficial ownership" concepts under the rules of the SEC. Under these
rules, a person is deemed to be a beneficial owner of a security if that person
has or shares voting power, which includes the power to vote or direct the
voting of the security, or investment power, which includes the power to vote or
direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial
ownership within 60 days. Under the SEC rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest.
The percentages below assume that the outstanding shares of the
Preferred Stock owned by the holder listed below have been converted into share
of the Common Stock. Accordingly, the calculations assume that 66,037,750 shares
of Common Stock are outstanding (comprised of the 29,000,000 shares currently
outstanding and 37,037,750 issuable upon conversion of the outstanding Preferred
Stock).
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF CLASS
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)
R&R BIOTECH PARTNERS, LLC 47,547,183(2) 72.00%
1270 Avenue of the Americas
16th Floor
New York, NY 10020
MOYO PARTNERS, LLC 11,886,796(3) 18.00%
c/o Arnold P. Kling
712 Fifth Avenue - 11th Floor
New York, NY 10019
ARNOLD P. KLING 11,886,796(3) 18.00%
712 Fifth Avenue, 11th Floor
New York, NY 10019
KIRK M. WARSHAW 0 0.00%
47 School Avenue
Chatham, NJ 07928
VINCENT J. MCGILL 119,714(4) *
c/o Eaton & Van Winkle LLP
3 Park Avenue
New York, NY 10016
OFFICER AND DIRECTORS AS A GROUP 12,006,510 18.18%
(3 PERSONS)
- ---------------------------
* Less than 1%
(1) Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of the Common
Stock beneficially owned by them. A person is deemed to be the beneficial owner
of securities which may be acquired by such person within 60 days from the date
indicated above upon the exercise of options, warrants or convertible
securities. Each
beneficial owner's percentage ownership is determined by assuming that options,
warrants or convertible securities that are held by such person (but not those
held by any other person) and which are exercisable within 60 days of the date
indicated above, have been exercised.
(2) Includes 17,916,983 shares of Common Stock currently outstanding and
29,630,200 shares of Common Stock issuable upon conversion of 400 shares of
Preferred Stock owned by R&R Biotech Partners, LLC.
(3) Includes 4,479,246 shares of Common Stock currently outstanding and
7,407,550 shares of Common Stock issuable upon conversion of 100 shares of
Preferred stock owned by Moyo Partners, LLC. Arnold P. Kling, our president and
a director, controls Moyo Partners, LLC and therefore is the beneficial owner of
the shares held by this entity.
(4) Includes 100,000 shares of Common Stock held by Eaton & Van Winkle LLP, a
law firm, of which Vincent J. McGill is a partner.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On the Effective Date: (i) Arnold P. Kling was appointed to our Board
of Directors and will serve together with Vincent J. McGill, a current director;
(iii) Mr. McGill has resigned effective upon the earlier of: (a) the completion
of the 10-day period beginning on the date of the filing and mailing of an
Information Statement with the SEC pursuant to Rule 14f-1 of the 34 Act; or (b)
August 30, 2007 and, on the effective date of his resignation, the composition
of our Board of Directors will change such that Mr. Kling will be the sole
director; (iv) all of our officers and other directors have resigned from their
respective positions with the company; and (v) our Board of Directors appointed
Mr. Kling as president and Kirk M. Warshaw as chief financial officer and
secretary.
It is not currently contemplated that Mr. Kling will be compensated for
serving as either an officer or director of the company. Mr. Warshaw will be
compensated for services to be rendered by the issuance of shares of Common
Stock to him in an amount to be determined.
BIOGRAPHICAL INFORMATION REGARDING THE
INCOMING DIRECTOR AND EXECUTIVE OFFICERS
The principal occupation and brief summary of the background of the
incoming director and executive officers is as follows:
ARNOLD P. KLING, age 49. Mr. Kling is currently a Managing Director of GH
Venture Partners, LLC, a private equity and merchant banking boutique for which
he also served as a Managing Director and General Counsel from 1995 to 1999.
From 1999 through August 2005, Mr. Kling was the president of Adelphia Holdings,
LLC, a merchant-banking firm, as well as the managing member of several private
investment funds. From 1993 to 1995 he was a senior executive and General
Counsel of Buckeye Communications, Inc., a Nasdaq listed licensing and
multimedia company. From 1990 through 1993, Mr. Kling was an associate and
partner in the corporate and financial services department of Tannenbaum,
Helpern, Syracuse & Hirschtritt LLP, a mid-size New York law firm. Mr. Kling
received a Bachelor of Science degree from New York University in International
Business in 1980 and a Juris Doctor degree from Benjamin Cardozo School of Law
in 1983. Mr. Kling currently serves as a director and president of Twin Lakes
Delaware, Inc., R&R Acquisition III, Inc., R&R Acquisition V, Inc., R&R
Acquisition VI, Inc., R&R Acquisition VII, Inc., R&R Acquisition VIII, Inc., R&R
Acquisition IX, Inc., R&R Acquisition X, Inc., Rodman International Enterprise
I, Ltd., Rodman International Enterprise II, Ltd., and Rodman International
Enterprise III, Ltd., (each a publicly reporting, non-trading company), and
24Holdings Inc. (OTCBB:TWFH).
KIRK M. WARSHAW, age 49. Mr. Warshaw is a financial professional who, since
1990, has provided clients in a multitude of different industries with advice on
accounting, corporate finance, and general business matters. Prior to starting
his own consulting firm, from 1983 to 1990, he held the various titles of
controller, chief financial officer, president, and chief executive officer at
three separate financial institutions in New Jersey. From 1980 through 1983, Mr.
Warshaw was a Senior Accountant at the public accounting firm of Deloitte,
Haskins & Sells. Mr. Warshaw is a 1980 graduate of Lehigh University and has
been a CPA in New Jersey since 1982. Mr. Warshaw is currently the chief
financial officer of Twin Lakes Delaware, Inc. R&R Acquisition III, Inc., R&R
Acquisition V, Inc., R&R Acquisition VI, Inc., R&R Acquisition VII, Inc., R&R
Acquisition VIII, Inc., R&R Acquisition IX, Inc., R&R Acquisition X, Inc.,
Rodman International Enterprise I, Ltd., Rodman International Enterprise II,
Ltd., and Rodman International Enterprise III, Ltd., (each a publicly reporting,
non-trading company), the chief financial officer and a Director of 24Holdings
Inc. (OTCBB:TWFH), a director of Empire Financial Holding Company (AMEX:EFH),
and a director of two privately owned entities.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
On August 7, 2007, we filed a Certificate of Designation to designate
the rights and preferences of the Preferred Stock with the Secretary of State of
Delaware. A copy of the Certificate of Designation for the Preferred Stock is
attached hereto as Exhibit 3.1 and incorporated herein by reference.
SECTION 8--OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
As of August 8, 2007, the address and telephone number of our principal
executive offices is as follows:
Newtown Lane Marketing, Incorporated
47 School Avenue, Chatham New Jersey 07928
Telephone#: (973) 635-4047
SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Description
- ------ -----------
3.1 Preferred Stock Certificate of Designation as filed with the Secretary
of State of Delaware on August 7, 2007.
10.1 Stock Purchase Agreement dated August 8, 2007 among Newtown Lane
Marketing, Incorporated, Moyo Partners, LLC and R&R Biotech Partners,
LLC.
* * * * * * * * * * * * * *
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.
Date: August 10, 2007
NEWTOWN LANE MARKETING, INCORPORATED
By: /s/ Arnold P. Kling
--------------------------------
Arnold P. Kling
President