UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 19, 2005
ACORN HOLDING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FILE NUMBER 0-11454
(Commission File Number)
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DELAWARE 59-2332857
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(State or other Jurisdiction of (I.R.S. Employer Identification)
Incorporation or Organization)
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2618 York Avenue
Minden, LA 71055
(Address of Principal Executive Offices)
(318) 382-4574
(Registrant's telephone number, including area code)
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.
On August 19, 2005, Acorn Holding Corp. ("Acorn") issued to each of Robert
Zummo, Avraham (Miko) Gilat, Larry Matheson and Zwika Kreisman a Warrant to
Purchase Common Stock, relating to shares of Acorn's common stock, par value
$0.01 (the "Common Stock"). The aggregate number of shares of Common Stock that
each of Mr. Zummo and Mr. Gilat can purchase pursuant to the Warrants to
Purchase Common Stock (the "Warrants") is 200,000 shares of Common Stock at an
exercise price of $0.25 per share and the aggregate number of shares of Common
Stock that each of Mr. Matheson and Mr. Kreisman can purchase is 100,000 shares
of Common Stock. The Warrants became exercisable immediately and expire on
August 19, 2008. Messrs. Zummo, Gilat, Matheson and Kreisman have all been
appointed to fill vacancies on the Acorn Board of Directors, and the Warrants
are intended to compensate them for their service to Acorn as Board members.
Messrs. Zummo and Gilat are Chairman and Vice Chairman of the Board,
respectively.
The foregoing is a summary of the terms and conditions of the form of Warrant
issued to each of Messrs. Zummo, Gilat, Matheson, and Kreisman and does not
purport to be complete. The foregoing is also qualified in its entirety by
reference to the Warrant issued to each of Messrs. Zummo, Gilat, Matheson and
Kreisman, copies of which are filed as exhibits to this Current Report on Form
8-K and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
On August 19, 2005, Acorn completed a private placement of securities to each of
Messrs. Zummo, Gilat, Mathson, and Kreisman pursuant to which each of Mr. Zummo
and Mr. Gilat received Warrants to purchase up to 200,000 shares of Common Stock
at an exercise price of $0.25 per share and each of Mr. Matheson and Mr.
Kreisman received Warrants to purchase up to 100,000 shares of Common Stock at
an exercise price of $0.25 per share/
In connection with the private placement, Acorn relied on an exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and Rule 506 promulgated thereunder. Messrs. Zummo,
Gilat, Matheson, and Kreisman represented to Acorn that they were "accredited
investors" as defined in Rule 501(a) promulgated in the Securities Act and that
they were receiving the Warrants for their own account and not with a present
view towards the public sale or distribution thereof.
As described in Item 1.01 of this Current Report on Form 8-K, the Warrants
became exercisable immediately and expire on August 19, 2008. Copies of Warrants
issued to each of Messrs. Zummo,. Gilat, Matheson, and Kreisman are filed as
exhibits to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits Furnished.
10.1 Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
August 19, 2005.
10.2 Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
August 19, 2005.
10.3 Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
August 19, 2005.
10.4 Warrant to Purchase Common Stock of Acorn Holding Corp., dated as of
August 19, 2005.
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: August 19, 2005
ACORN HOLDING CORP.
By: /s/ Robert Zummo
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Robert Zummo
Chief Executive Officer and Principal
Accounting Officer