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 9, 2008
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MATTMAR MINERALS, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 333-135736 32-4718599
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(State or other jurisdiction (Commission File number) (IRS Employer
of incorporation or organization) Identification No.)
47 School Avenue, Chatham NJ 07928
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(Address of principal executive offices) (Zip Code)
973-635-4047
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(Registrant's Telephone Number, Including Area Code)
#208-828 North Harbourside Drive, North Vancouver, BC, Canada , V7P 3R9
(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 for 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))
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SECTION 1-REGISTRANT'S BUSINESS AND OPERATIONS
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Securities Purchase Agreement
On May 9, 2008, Mattmar Minerals, Inc. (the "Company") entered into two
Securities Purchase Agreements. The first agreement (the "Company Agreement")
was with Moyo Partners, LLC ("Moyo") and Kirk M. Warshaw ("Warshaw") as
purchasers (each a "Purchaser" and collectively the "Purchasers"). The second
agreement (the "Selling Stockholder Agreement") was by and among the Company,
Sean Mitchell and R&R Biotech Partners, LLC ("Rodman"). The two agreements are
referred to collectively in this report as the "Agreements".
The closing of the transactions set forth in the Agreements was
completed on May 12, 2008. Pursuant to the Company Agreement, Moyo and Warshaw
purchased an aggregate of 2,466,666 shares of our common stock, par value $0.001
per share (the "Common Stock") for aggregate gross proceeds to the Company of
$12,000.00. The shareholders of the Company did not receive any consideration in
the Company Stock Sale. The Company Agreement is filed as Exhibit 10.1 to this
Form 8-K.
Pursuant to the Selling Stockholder Agreement, Sean Mitchell, who immediately
before the closing was our sole director, our President, Chief Financial
Officer, Secretary and Treasurer and the owner of approximately 77% of our
issued and outstanding Common Stock, sold to R&R Biotech Partners, LLC,
7,866,667 shares of Common Stock for a price of $138,000.00, and returned to the
Company for cancellation his remaining 2,133,333 shares of Common Stock. The
Selling Stockholder Agreement is filed as Exhibit 10.2 to this Form 8-K.
As a result of these transactions (collectively, the "Stock Sales"),
Rodman, Moyo and Warshaw now own the following number of the Company's shares
and the following respective percentages of the outstanding Common Stock of the
Company:
Percentage of
Name Number of Shares Acquired Common Stock(1)
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R&R Biotech Partners, LLC 7,866,667 59.0%
c/o Rodman & Renshaw Holding, LLC
1270 Avenue of Americas - 16th Floor
New York, New York 10020
Moyo Partners, LLC (2) 1,933,333 14.5%
c/o Arnold P. Kling, Esq.
712 Fifth Avenue
11th Floor
New York, NY 10019
Kirk M. Warshaw 533,333 4.0%
47 School Avenue
Chatham, NJ 07928
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(1) The percentage of Common Stock is calculated based upon 13,333,333 shares
issued and outstanding immediately following the closing of the Stock Sales.
(2) Arnold Kling controls Moyo Partners, LLC and therefore may be deemed to be
the indirect beneficial owner of the shares held by this entity.
Also pursuant to the terms of the Agreements, effective May 9, 2008,
Mr. Mitchell (i) elected Arnold P. Kling as the sole director of the Company and
(ii) resigned as sole director and from all his positions with the Company. At
the same time, Arnold P. Kling was appointed as President and Secretary of the
Company, and Kirk Warshaw was appointed as Chief Financial Officer of the
Company.
None of the above purchasers of our Common Stock are affiliated with
any other purchaser and there is no agreement or understanding among the
purchasers as to how they will vote, transfer or otherwise dispose of their
shares.
Each purchaser used his or its personal funds or working capital, as
applicable, to acquire his or its shares. None of the purchasers borrowed any
funds to acquire his or its shares.
Prior to the Closing of the transactions contemplated by the
Agreements, neither Rodman, Moyo or Warshaw were affiliated with the Company.
However, one or more of them may now be deemed affiliates of the Company as a
result of stock ownership interests and director or officer elections made
pursuant to the Agreements.
The above sales were made for investment to accredited investors and
will be issued without registration under the Securities Act of 1933, as
amended, pursuant to the exemptions provided under sections 4(6) and 4(2)
thereof, and pursuant to the exemption provided by Regulation D. All the
securities are restricted securities and will bear a restrictive legend and be
subject to stop transfer restrictions.
The foregoing description of the Agreements does not purport to be
complete and is qualified in its entirety by reference to the Agreements, which
are filed as Exhibits 10.1 and 10.2 hereto.
SECTION 3-SECURITIES AND TRADING MARKETS
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ITEM 3.02 SALES OF UNREGISTERED SECURITIES.
The consummation of the transactions described above brings the
aggregate total unregistered sales of our equity securities sold since
February 28, 2008 to more than 5% of our outstanding Common Stock at April 8,
2008 as reported in our quarterly report on Form 10-QSB for the
quarter ended February 28, 2008.
SECTION 5-CORPORATE GOVERNANCE AND MANAGEMENT
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ITEM 5.01 CHANGE IN CONTROL OF THE REGISTRANT
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Before consummation of the transactions contemplated by the Agreements,
we were controlled by Sean Mitchell. See Item 1.01 above for other information
concerning the change in control.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Simultaneously with the closing, on May 9, 2008, Sean Mitchell resigned
as sole director and from all his positions with the Company.
(c) - (d) Simultaneously with the closing, on May 9, 2008, the following
elections took place:
(i) Arnold P. Kling was elected as the sole director of the
Company
(ii) Arnold P. Kling was elected as President and Secretary of the
Company
(iii) Kirk Warshaw was elected as Chief Financial Officer of the
Company.
Accordingly, Mr. Kling constitutes our entire Board of Directors.
Information concerning the newly elected officers and directors is set forth
below.
Name Age Position
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Arnold P. Kling 49 President, Secretary and sole director
Kirk M. Warshaw 49 Chief Financial Officer
ARNOLD P. KLING. 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
Enterprises 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) and Newtown Lane Marketing,
Incorporated (OTCBB:NWLM).
KIRK M. WARSHAW. 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,
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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 and director of 24Holdings, Inc. (OTCBB:TWFH), 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 Enterprises I, Ltd., Rodman International Enterprise II,
Ltd., and Rodman International Enterprise III, Ltd. (each a publicly reporting,
non-trading company), the chief financial officer of Newtown Lane Marketing,
Incorporated (OTCBB:NWLM), and a Director of 24Holdings, Inc. (OTCBB:TWFH), and
a director of two privately owned entities.
Except as set forth below, none of the above named appointees have had
a material interest, direct or indirect, since the beginning of our fiscal year
ended May 31, 2007, to the present, in any transaction or proposed transaction
in which we were or are to be a participant.
Pursuant to the Company Purchase Agreement, we issued and sold, for
total gross proceeds to the Company of approximately $12,000.00, an aggregate
of 2,466,666 shares of Common Stock. 533,333 of those shares of Common Stock
were issued to Kirk Warshaw, who became our Chief Financial Officer pursuant
that that agreement, and who contributed approximately $3,310.00 of the purchase
price. The remaining 1,933,333 shares of Common Stock were issued to Moyo
Partners, LLC, a limited liability company that thereby became a holder of more
than five percent of our outstanding shares of Common Stock and that contributed
approximately $8,690.00 of the purchase price. Arnold Kling, who became our sole
director, as well as our President and Secretary pursuant to the Company
Purchase Agreement, is the sole managing member of Moyo Partners, LLC.
Mr. Kling and Mr. Warshaw will not be required to commit their full
time to our business affairs and they will not devote a substantial amount of
time to our business affairs. Their compensation, if any, either as director or
executive officers, has not yet been determined.
SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 10.1 - Securities Purchase Agreement, dated May 9, 2008, among the
Company, Sean Mitchell and R&R Biotech, LLC.
Exhibit 10.2 - Securities Purchase Agreement, dated May 9, 2008, among the
Company, Moyo Partners, LLC and Kirk M. Warshaw.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MATTMAR MINERALS, INC.
Date: May 14, 2008 By: /s/ Arnold P. Kling
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Arnold P. Kling
President (Chief Executive Officer)
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EXHIBIT INDEX
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Exhibit Number Description
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10.1 Stock Purchase Agreement, dated May 9, 2008, among the
Company, Moyo Partners, LLC and Kirk M. Warshaw.
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10.2 Stock Purchase Agreement, dated May 9, 2008, among the
Company, Sean Mitchell and R&R Biotech Partners, LLC.
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