UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2007
CAPTECH FINANCIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
000-50057 59-1019723
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(Commission File Number) (I.R.S. Employer
Identification No.)
10200 W. 44th Avenue, Suite 210-E, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-940-2090
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 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02 Entry into a Material Definitive Agreement
On June 21, 2007, Captech Financial Group, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Captech Acquisition
Corp, a wholly-owned subsidiary of the Company ("Merger Sub"), and Boo Koo
Beverages, Inc. ("Boo Koo"), which is included as Exhibit 2.1 to this Current
Report on Form 8-K. Pursuant to the terms of the Merger Agreement, upon
satisfaction or waiver of the conditions contained therein, Boo Koo will be
merged with and into Merger Sub (the "Merger"). As a result, the Company will
acquire 100% of the issued and outstanding common stock of Boo Koo, and the
holders of Boo Koo common stock will receive shares of common stock of the
Company which, upon their issuance, would be equal to 98.77% of the issued and
outstanding shares of common stock of the Company. In addition, in connection
with the Merger, options and warrants to purchase shares of common stock of Boo
Koo outstanding prior to the Merger will be converted into options and warrants
to purchase shares of common stock of the Company on the same terms and
conditions applicable to such options and warrants prior to the Merger.
In connection with the Merger, the Company has agreed to effect, immediately
prior to the Merger, a 1-for-5 reverse stock split of the Company's common stock
(the "Reverse Stock Split"). Immediately following the Merger, the Company
expects to have approximately 25,000,000 shares outstanding, of which
approximately 305,777 shares will be held by the Company's current shareholders,
including John Raby, and approximately 24,694,223 shares will be held by Boo
Koo's current shareholders.
In addition to the Merger Agreement, the Company, Boo Koo and Mr. Raby, the
owner of approximately 84% of the Company's outstanding common stock, entered
into a Stock Purchase Agreement dated as of June 21, 2007 (the "Stock Purchase
Agreement"), under which Boo Koo will acquire all of the shares of the Company's
common stock owned by Mr. Raby (less a number of shares of the Company's common
stock, post merger and reverse split, such that Mr. Raby will own one percent
(1%) of the Company's common stock following the transactions). In addition, Mr.
Raby has agreed to cancel all outstanding amounts owed to him by the Company.
The purchase price to be paid by Boo Koo to Mr. Raby is $600,000. Under the
Stock Purchase Agreement, Mr. Raby has made customary representations and
warranties in the Stock Purchase Agreement about the shares and the Company,
including among others, representations and warranties related to the Company's
capitalization, compliance with laws, litigation, liabilities, financial
statements, taxes and that the Company has no current operations.
In addition, under the agreements, the parties have made customary covenants,
including among others, not to solicit, initiate, knowingly encourage or
facilitate proposals relating to alternative acquisition proposals. Following
the consummation of the Merger, it is anticipated that the current Board of
Directors and management of the Company will resign and the current directors
and management of Boo Koo will become the directors and management of the
Company. In addition, the Company intends to change its name to Boo Koo
Holdings, Inc. following the consummation of the transactions described herein.
The agreements contain certain termination rights for the Company, Mr. Raby and
Boo Koo if the transactions are not consummated by August 31, 2007. The parties
expect to consummate the transactions under the Merger Agreement and the Stock
Purchase Agreement in early July; however, no assurance can be given that the
conditions to closing the transactions contemplated by the Stock Purchase
Agreement and the Merger Agreement will be satisfied, or that the transactions
contemplated by the Merger Agreement ultimately will be consummated.
The foregoing description of the Merger Agreement and the Stock Purchase
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement and the Stock Purchase Agreement, a copy of
each of which is attached as Exhibit 2.1 and 2.2 to this Current Report on Form
8-K, respectively, and incorporated herein by reference. The agreements have
been included to provide investors and security holders with information
regarding their terms. It is not intended to provide any other factual
information about the Company or Boo Koo. The agreements contain representations
and warranties that the parties to the agreement made to and solely for the
benefit of each other. Accordingly, investors and security holders should not
rely on such representations and warranties as characterizations of the actual
state of facts or circumstances, since they were only made as of the date of the
agreements. Moreover, information concerning the subject matter of such
representations and warranties may change after the date of the agreements,
which subsequent information may or may not be fully reflected in the Company's
public disclosures.
About Boo Koo
Boo Koo develops, produces, markets and distributes alternative beverage
category energy drinks under the Boo Koo(R) brand name. Boo Koo currently
produces markets and distributes Boo Koo Energy, flavored energy drinks, and
intends to introduce Boo Koo Wet Vitamins, its non- carbonated, lightly flavored
vitamin-enhanced water product, during late 2007. Boo Koo currently sells and
distributes its products in 43 states throughout the United States and parts of
Canada through its network of regional bottlers and other direct store delivery
distributors, including independent Coca-Cola, Pepsi, Cadbury Schweppes, beer
and other wholesale distributors.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Change in Control of Registrant
Upon the closing of the transactions described under Item 1.01 of this report, a
change in control of the Company will occur.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of
Principal Officers
The Company intends to appoint new officers and directors as a result of the
transaction described in Item 1.02 of this current report.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
2.1 Agreement and Plan of Merger among Captech Financial Group, Inc.,
Captech Acquisition Corp., and Boo Koo Beverages, Inc. Dated as
of June 21, 2007.
2.2 Stock Purchase Agreement among Captech Financial Group, Inc.,
John Raby, and Boo Koo Beverages, Inc. dated as of June 21, 2007.
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 21, 2007 CAPTECH FINANCIAL GROUP, INC.
By: Wesley F. Whiting
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Wesley F. Whiting, CEO