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): DECEMBER 18, 2002
TMI HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 000-30011 65-0309540
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
4463 PAHE'E STREET, SUITE 203-B
LIHUE, HI 96766
(Address of principal executive offices) (zip code)
(808) 384-4622
(Registrant's telephone number, including area code)
3141 W. HALLANDALE BEACH BOULEVARD
HALLANDALE, FL 33009
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 28, 2002, the Company's then-principal shareholder, Marc
Douglas, entered into a stock purchase agreement pursuant to which Mr. Douglas
agreed to sell, through a series of transactions, all 250,000 shares of the
Company's Series A Preferred Stock (the "Preferred Stock") owned by him in
exchange for a promissory note to Mr. Douglas in the principal amount of
$150,000.00 due 120 days from the closing. The Preferred Stock sold by
Mr. Douglas represented 100% of the outstanding Preferred Stock and, after
cancellation of the 1,567,167 shares of Common Stock owned by Mr. Douglas and
his affiliates as discussed below, represents 56% of the voting control of the
Company. The closing for the sale took place upon the satisfaction of all
closing conditions on December 18, 2002.
In conjunction with the sale of Mr. Douglas' Preferred Stock, the
then-current directors of the Company resigned from the Board and William
Michael Sessions and John W. Meyers were appointed to the Board. In addition,
Mr. Sessions was appointed to serve as the Company's CEO and Secretary and Mr.
Meyers was appointed to serve as the Company's COO and Treasurer.
In connection with the sale of his Preferred Stock, Mr. Douglas also
cancelled 1,567,167 shares of the Company's Common Stock and all options and
warrants to acquire the Company's Common Stock owned by him and his affiliates.
The Company's new Board of Directors assigned to Mr. Douglas and his affiliates
$675,000 of the outstanding principal balance of the $1,175,000 Purchase Note
payable to the Company by an entity controlled by Mr. Douglas. In connection
with this transaction, the Company entered into a five-year consulting agreement
with Mr. Douglas whereby he agreed to provide the Company advice regarding
strategies for development and expansion of the Company's business, including
with respect to mergers and acquisitions. As compensation for his services under
the consulting agreement, the Company will assign the remaining $500,000 balance
of the Purchase Note to Mr. Douglas over the five-year term of the consulting
agreement.
As a result there has been both a change of voting control of the Company
and a change in its management, including its Board of Directors.
The Company has filed a Schedule 14f-1 with the SEC that describes this
transaction and the change in control of the Company, and has mailed a copy of
this filing to all of the Company's shareholders in accordance with applicable
SEC regulations. Certain non-material changes were made to the terms of the
transaction prior to its closing, and documents filed as exhibits to this
Current Report on Form 8-K reflect those changes. For further information
regarding the sale of the Preferred Stock and change in control of the Company,
reference is hereby made to the Schedule 14f-1 and the exhibits hereto.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Effective December 18, 2002, the Company changed its mailing address to
4463 Pahe'e Street, Suite 203-B, Lihue, HI 96766, telephone number (808)
384-4622.
Effective December 18, 2002, William Michael Sessions and John W. Meyers
were appointed to the Board of Directors of the Company. In addition, Mr.
Sessions was appointed to serve as the Company's CEO and Secretary and Mr.
Meyers was appointed to serve as the Company's COO and Treasurer.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
ITEM NO. DESCRIPTION
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10.1 (1) Stock Purchase Agreement dated as of October 28, 2002 between
Marc Douglas and Matthew P. Dwyer
10.2 Letter from Marc Douglas to Matt Dwyer dated December 18, 2002
10.3 Promissory Note of Matthew P. Dwyer in favor of Marc Douglas dated
as of November 22, 2002
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10.4 First Addendum to Promissory Note of Matthew P. Dwyer in favor of
Marc Douglas dated December 16, 2002
10.5 Exhibit C, Current Liabilities, to the Stock Purchase Agreement
dated as of October 28, 2002 between Marc Douglas and Matthew
P. Dwyer
10.6 Stock Pledge Agreement dated as of November 22, 2002 between
Matthew P. Dwyer and Marc Douglas
10.7 Escrow Agreement dated as of November 22, 2002 between Matthew P.
Dwyer, Marc Douglas, and Broad and Cassell as escrow agent
10.8 Securities Assignment and Cancellation Agreement dated as of
November 22, 2002 between TMI Holdings, Inc., Marc Douglas,
Douglas Family Holdings, Inc., Douglas Family Limited Partnership,
and Thrift Ventures, Inc.
10.9 Consulting Agreement dated as of November 22, 2002 between Marc
Douglas and TMI Holdings, Inc.
10.10 Stock Purchase Agreement dated as of November 7, 2002 between
Matthew P. Dwyer, John W. Meyers, and William Michael Sessions
10.11 Promissory Note of John W. Meyers and William Michael Sessions in
favor of Matthew P. Dwyer dated as of November 22, 2002.
10.12 First Restated Security Agreement dated as of December 16, 2002
between John W. Meyers, William Michael Sessions, and Matthew
P. Dwyer
(1) Incorporated by reference from our Form 10-QSB dated November 15, 2002
as filed with the Commission on November 18, 2002.
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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.
Dated: January 8, 2003 TMI Holdings, Inc.
/s/ William Michael Sessions
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By: William Michael Sessions
Its: Chief Executive Officer
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