U.S. 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): January 30, 2009
CITY CAPITAL CORPORATION
(Exact Name of Company as Specified in Its Charter)
Nevada 33-5902 22-2774460
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2000 Mallory Lane, Suite 130-301, Franklin, Tennessee 37067
(Address of Principal Executive Offices) (Zip Code)
Company's telephone number, including area code: (877) 367-1463
(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 Company 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective on January 30, 2009, the Company entered into a Stock
Purchase Agreement with a buyer. Under this agreement, the Company
agreed to sell to the purchaser all of the issued and outstanding
shares of capital stock of St. Clair Superior, Inc., an Ohio
corporation, for the sum of $350,000. St. Clair Superior, Inc., owns
the St. Clair Superior Apartment complex in Cleveland, Ohio.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-K
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
City Capital Corporation
Dated: February 16, 2009 By: /s/ Ephren W. Taylor II
Ephren W. Taylor II,
Chief Executive Officer
EXHIBIT INDEX
Number Description
10 Stock Purchase Agreement between the Company and a
purchaser, dated January 30, 2009 (filed herewith).
EX-10
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and effective
as of January 30, 2009 (the "Effective Date"), by and among City
Capital Corporation, a Nevada corporation ("Seller") and
___________________________ ("Buyer").
WHEREAS, Seller is the owner of record of all of the issued and
outstanding shares of capital stock of St. Clair Superior, Inc., an
Ohio corporation (the "Company"); and
WHEREAS, Buyer agrees to purchase and Seller agrees to sell Four
Hundred (400) shares of the capital stock of the Company (the
"Shares") upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual premises,
covenants, agreements, representations, warranties and recitals
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Purchase and Sale of Shares. Subject to the terms and
conditions of this Agreement and in consideration of the Purchase
Price (defined below), Seller hereby sells, transfers and delivers to
Buyer the Shares.
2. Purchase Price. The purchase price for the Shares shall be
an amount equal to Three Hundred Fifty Thousand Dollars ($350,000)
(the "Purchase Price") to be paid in cash or other immediately
available funds upon the Effective Date hereof.
3. Representation and Warranties of the Seller and the
Company. The Seller hereby represent sand warrants to Buyer that:
(a) Capitalization. The authorized capital stock of the
Company consists of Five Hundred (500) shares of common stock, NO par
value, Five Hundred (500) of which are issued and outstanding. All of
the Shares are duly authorized, validly issued, fully paid, and no
assessable. All of the Shares are owned of record by Seller. None of
the Shares were issued or will be transferred under this Agreement in
violation of any preemptive or preferential rights of any person or entity.
(b) No Liens on Shares. Seller owns the Shares free and
clear of any liens, restrictions, security interests, claims, rights
of another, or encumbrances, and none of the Shares are subject to
any outstanding option, warrant, call, or similar right of any other
person to acquire the same, and none of the Shares are subject to any
restriction on transfer thereof except for restrictions imposed by
applicable federal and state securities laws.
(c) Due Organization. The Company is duly organized,
validly existing, and in good standing under the laws of the State of
Ohio and has full corporate power and authority to carry on its
business as now conducted. The Company is qualified to transact
business in each jurisdiction in which the nature of its business or
the ownership of its properties requires such qualification.
(d) Claims and Proceedings. There are no actions, suits,
legal or administrative proceedings or investigations pending or, to
the best knowledge of Seller, threatened, against or relating to the
Company, its officers, directors or employees, its properties, assets
or business or the transactions contemplated by this Agreement, and
neither Seller nor Company knows of, nor has any reason to be aware
of, any basis for the same.
4. Deliverables of Seller and Company. The following documents
shall be delivered to Buyer upon the execution hereof:
(a) Seller shall have delivered the stock certificate
representing the Shares accompanied by a stock power duly executed in blank;
(b) Copies of the Company's certificate or articles of
incorporation and bylaws, and all amendments thereof; and
(c) Copies of the resolutions of the board of directors of
the Company authorizing the execution, delivery and performance of
this Agreement and the other agreements and instruments referred to herein.
5. Deliveries by Buyer. The Buyer shall deliver the
Purchase Price.
6. Survival. All statements, representations, warranties,
covenants and agreements made by each of the parties hereto shall
expire upon the consummation of the transactions contemplated herein.
7. Modifications. Any amendment, change or modification of
this Agreement shall be void unless the same are made in writing and
signed by all parties hereto.
8. Notifications. All notices, requests, demands, or other
communications under this Agreement shall be in writing. Notice
shall be sufficiently given for all purposes as follows:
(a) Personal Delivery. When personally delivered to the
recipient, a Notice is effective on delivery.
(b) Electronic Mail. When sent via electronic mail,
notice is effective on receipt, provided that the receiving party
delivers a confirmation of receipt by any means acceptable hereunder.
(c) US Electronic Post Courier Service. When sent via US
Post CS, notice is effective upon receipt, if delivery is confirmed
by US Post CS.
(d) First-Class Mail. When mailed first-class to the last
address of the recipient known to the party giving notice, notice is
effective three (3) mail days after deposit in a United States Postal
Service office or mailbox.
(e) Certified Mail. When mailed certified mail, return
receipt requested, notice is effective on receipt, if delivery is
confirmed by a return receipt.
(f) Overnight Delivery. When delivered by private
overnight delivery service such as Federal Express, Airborne, United
Parcel Service, or DHL Worldwide Express, charges pre-paid or charged
to the sender's account, notice is effective on delivery, if delivery
is confirmed by the delivery service.
(g) Facsimile Transmission. When sent by facsimile to the
last facsimile number of the recipient known to the party giving
notice, notice is effective on receipt, provided that (a) a duplicate
copy of the notice is promptly given by first-class or certified
mail, or (b) the receiving party delivers a written confirmation of
receipt. Any notice given by facsimile shall be deemed received on
the next business day if it is received after 5:00 p.m. (recipient's
time) or on a non-business day.
9. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original but all of
which counterparts collectively shall constitute one instrument.
10. Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of Buyer and Seller, their heirs,
representatives, successors, and permitted assigns, in accordance
with the terms hereof. This Agreement shall not be assignable by
Seller without the prior written consent of Buyer. This Agreement
shall be assignable by Buyer to an affiliate of Buyer without the
prior written consent of Seller.
11. Entire and Sole Agreement. This Agreement and the other
schedules and agreements referred to herein, constitute the entire
agreement between the parties hereto and supersede all prior
agreements, representations, warranties, statements, promises,
information, arrangements and understandings, whether oral or
written, express or implied, with respect to the subject matter hereof.
12. Governing Law; Jurisdiction; Venue. This Agreement is made
pursuant to, and shall be construed in accordance with, the laws of
the State of Ohio.
13. Preparation of Documents. This Agreement is the joint work
product of the parties hereto, and in the event of any ambiguity
herein, no inference shall be drawn against a party by reason of
document preparation.
14. Invalid Provisions. If any provision of this Agreement is
deemed or held to be illegal, invalid or unenforceable, this
Agreement shall be considered divisible and inoperative as to such
provision to the extent it is deemed to be illegal, invalid or
unenforceable, and in all other respects this Agreement shall remain
in full force and effect; provided, however, that if any provision of
this Agreement is deemed or held to be illegal, invalid or
unenforceable there shall be added hereto automatically a provision
as similar as possible to such illegal, invalid or unenforceable
provision and be legal, valid and enforceable. Further, should any
provision contained in this Agreement ever be reformed or rewritten
by any judicial body of competent jurisdiction, such provision as so
reformed or rewritten shall be binding upon all parties hereto.
15. Headings. The descriptive section headings are for
convenience of reference only and shall not control or affect the
meaning or construction of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
BUYER:
__________________________________
By: /s/ ____________________________
Name: ____________________________
Title: _____________________________
SELLER:
City Capital Corporation
By: /s/ Ephren Taylor, Jr.
Ephren Taylor, Jr., President
READ AND APPROVED:
By: /s/ _____________________________