UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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Amendment No. 1
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2004
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MONACO GROUP INC.
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(Exact name of registrant as specified in its charter)
Delaware 0 - 50752 98-0404764
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification Number)
20A Voyager Court South, Etobicoke, Ontario, Canada, M9W 5M7
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(Address of principal executive offices)
(416) 213-0028
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(Registrant's telephone number)
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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On October 4, 2004, Monaco Group Inc., a Delaware corporation (the "Company"),
entered into a Share Purchase Agreement with Burgio Family Holdings Inc., an
Ontario corporation ("Burgio Holdings"), ALBAR Capital Corp., an Ontario
corporation ("ALBAR"), Monaco (Canada) Inc., an Ontario corporation and the
Company's wholly-owned subsidiary ("Monaco Canada") (the "Share Purchase
Agreement").
Stock for Stock Transaction. Under the terms of the Share Purchase Agreement,
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Burgio Holdings will sell to Monaco Canada all of the issued and outstanding
shares of LF Acquisition Corp., an Ontario corporation ("LF Acquisition"), and
LF Licensed Products, a Delaware corporation ("LF Licensed"), in consideration
of 3,000,000 shares of Class A Preferred Shares of Monaco Canada. Additionally,
ALBAR will sell to Monaco Canada all of the issued and outstanding shares of LF
Brands Inc., an Ontario corporation ("LF Brands"), in consideration of 7,000,000
shares of Class A Preferred Shares.
LF Acquisition has a wholly-owned subsidiary, Loretta Foods Limited, an Ontario
corporation. LF Brands is the majority shareholder of Golden Gate Flour
Corporation, an Ontario corporation, and has an option to purchase the remaining
interest. LF Brands also controls 1608285 Ontario Ltd. and Loretta Baking
Products Inc.
Description of Shares to be Issued. The Class A Preferred Shares of Monaco
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Canada do not exist as of the date hereof. The Company shall, as the sole
shareholder of the Monaco Canada, sanction and approve as necessary and in
respect of which Articles of Amendment of the Monaco Canada shall be approved by
the Company as sole shareholder of the Monaco Canada and by the Board of
Directors of the Monaco Canada and filed by the Monaco Canada to allow for such
shares to be issued. The Class A Preferred Shares of Monaco Canada shall have
the following characteristics: (i) they shall rank prior to Monaco Canada common
stock, (ii) in the event of the liquidation, dissolution or winding up of Monaco
Canada, they shall be entitled to a distribution equal to $1.00 (Canadian
Dollars) per share before any payment is made to holders of Monaco Canada common
stock or any other class or series of Monaco Canada stock; (iii) they shall be
non-voting, except as to matters relating solely to the Class A Preferred
Shares; (iv) each share may be put to Monaco Canada by the holder, at the option
of the holder at $1.00 (Canadian Dollars) per share ("Put Rights"); and (v) they
shall entitle the holder to receive dividends at the annual rate of $0.045 per
share per annum ("Dividends").
Guarantees. The Company shall guarantee the obligations of Monaco Canada related
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to the payment of consideration due for Dividends and Put Rights related to the
Class A Preferred Shares. The Company shall also guarantee an existing loan
between Burgio Holdings, as lender, and LF Acquisition, as borrower, in the
principal amount of $1,778,884 Canadian dollars.
Material Relationships. Burgio Holdings is the Company's largest stockholder.
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ALBAR is controlled by Burgio Holdings.
Amendment. On November 30, 2004, the parties amended the Share Purchase
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Agreement to remove conditions to closing related to (i) the approval of the
Stock Purchase Agreement by the Company's Shareholders and (ii) the repayment by
the Company and Monaco Canada of certain vendor loans. The amendment to the
Stock Purchase Agreement is attached hereto as Exhibit 10.6 and incorporated by
reference herein.
Closing. We anticipate that this Transaction shall close in January 2005.
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ITEM 5.02. ELECTION OF DIRECTORS
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On October 7, 2004, Peter Nelipa resigned as a member of our Board of Directors,
creating a vacancy. Mr. Nelipa will continue to serve as an officer of the
Company and perform the duties and responsibilities attendant therewith.
On October 7, 2004, William "Bill" Rancic was appointed as a member of our Board
of Directors, and on that date Mr. Rancic accepted his appointment as such. Mr.
Rancic will serve as a member of our Board of Directors until his resignation or
until his replacement is elected or appointed.
Mr. Rancic is the winner of the Donald Trump NBC Show "The Apprentice" and
author of "You're Hired: How to Succeed in Business and Life". Mr. Rancic is
also the founder and current president of The Ranley Group o/a Cigars Around the
World ("CAW"), which is now owned by Gran Reserve Corporation, a subsidiary of
Synergy Brands Inc., a reporting issuer. Mr. Rancic has also been a director of
Synergy Brands Inc. since June 2004. Founded in 1995, CAW is a
supplier/distributor of premium cigar products with principal offices and
distribution facilities in Chicago, Illinois and Miami, Florida. Mr. Rancic is a
1992 Graduate of Loyola University Chicago with a Bachelor's Degree in criminal
justice.
Our Board of Directors has no committees; therefore, Mr. Rancic will not service
on any committee.
Rancic was given 100,000 shares of Company common stock as consideration for his
service as a director. Other than this issuance of stock, there have been no
related party transactions between Rancic and Company to be disclosed pursuant
to Item 404(a) of Regulation S-B.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit Number Description
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10.5 Share Purchase Agreement, dated October 4, 2004, by and
among Monaco Group Inc., Burgio Family Holdings Inc., Albar
Capital Corp., and Monaco (Canada) Inc.*
10.6 Share Purchase Amending Agreement, dated November 30, 2004,
by and among Monaco Group Inc., Burgio Family Holdings
Inc., Albar Capital Corp., and Monaco (Canada) Inc.
* Previously filed.
SIGNATURES
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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.
Monaco Group Inc.
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(Registrant)
/s/ Peter Nelipa
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Peter Nelipa
Chief Executive Officer
(Duly Authorized Officer)
Date: December 2, 2004
EXHIBIT INDEX
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Exhibit Number Description
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10.5 Share Purchase Agreement, dated October 4, 2004, by and
among Monaco Group Inc., Burgio Family Holdings Inc., Albar
Capital Corp., and Monaco (Canada) Inc.*
10.6 Share Purchase Amending Agreement, dated November 30, 2004,
by and among Monaco Group Inc., Burgio Family Holdings
Inc., Albar Capital Corp., and Monaco (Canada) Inc.
* Previously filed.