UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
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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): June 6, 2008
RED ROCK PICTURES HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-51601 98-0441032
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
8228 Sunset Boulevard, 3rd Floor, Los Angeles, 90046
California
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including (323) 790-1813 area code:
(Former Name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K/A 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
240.14-12)
|_| 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 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2008, Red Rock Pictures Holdings, Inc. (the "Company") entered into a
Stock for Stock Exchange Agreement (the "Agreement") with Studio Store Direct,
Inc. ("SSD") and all of the current SSD Shareholders.
Pursuant to the Agreement, the Company issued 11,000,000 restricted common
shares in exchange for all the issued and outstanding shares of SSD. Further,
SSD became a wholly owned subsidiary of the Company.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Pursuant to the Stock for Stock Exchange Agreement described in Section 1.01 the
Company acquired 100% of the assets of SSD. The Company issued 11,000,000
restricted common shares in exchange for all the issued and outstanding shares
of SSD.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Agreement described in Section 1.01 the Company issued
11,000,000 restricted common shares in the following manner:
Number of RRPH Common to be
Name Issued
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1. Reno Rolle and Lynn Rolle 5,645,200
2. Daniel Laikin 1,860,000
3. Christopher Williams 980,100
4. Marc Sperling 956,000
5. Anthony Sullivan 696,300
6. Robert Rosenblatt and Elizabeth Rosenblatt 696,300
7. Bill Gladstone 166,100
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TOTAL 11,000,000
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These shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the `Act'). These shares of our Common Stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a `public offering' as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition,
these shareholders had the necessary investment intent as required by Section
4(2) since they agreed to and received share certificates bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a 'public
offering.' Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for this transaction.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2008, Robert Levy resigned as the Company's President, and Chief
Executive Officer. Mr. Levy was also appointed as Chairman of the Company's
Board of Directors.
On June 6, 2008, Reno R. Rolle was appointed as the Company's President, Chief
Executive Officer, and a member of the Board of Directors.
Reno R. Rolle, Mr. Rolle previously held the position of CEO for Shop America
USA. Based in Bradford England and operating in the U.S., Shop America
specialized in long- and short-form direct response television (infomercial)
marketing. During this time Mr. Rolle co-created the hit book and marketing
campaign for "Natural Cures 'They' Don't Want You to Know About." This book held
the #1 spot on the NY Times Best Sellers List for 18 weeks in 2005 and 2006, and
has sold in excess of 10 million copies and is widely considered the
best-selling self-published book of all time.
Prior to his experience at Shop America, Mr. Rolle was a founding principle of
the National Lampoon Acquisition Group, LLC an investment group that
orchestrated the recent acquisition of J2 Communications, Inc. (NASDAQ:JTWO) a
small cap public company that owned the most recognized brand in comedic
entertainment, National Lampoon. Mr. Rolle founded National Lampoon Home
Entertainment in 2002 to produce and distribute National Lampoon branded DVDs.
Between 1997 and 2001 Mr. Rolle was the co-founder, Chairman and CEO of Synergy
Worldwide, Inc., a product engineering, design, and marketing company. In 1999
Synergy produced "Mastering The Flow," a blackjack card counting program that
became the longest running, most successful gaming infomercial ever. In
September 2000, Synergy was honored with the distinguished "R&D 100 Award" for
Mr. Rolle's invention, The "Spin Fryer". This award, referred to as the "Oscars
of Inventions," recognizes the most technologically significant inventions in
history. Past winners include: anti-lock brakes, the fax machine, the ATM, and
polarized film. The Spin Fryer was subsequently licensed to Salton, Inc.
(NYSE:SFP) for marketing and distribution under the George Forman line of
kitchen products.
From 1994 to 1997 Mr. Rolle was a co-founder of HSN Direct, a direct response
television joint venture with Home Shopping Network, Inc. (NASDAQ: IACI) Mr.
Rolle's primary responsibility was to negotiate and manage the majority of
HSND's contracts, including marketing and distribution, production, talent and
joint venture agreements. In addition, Rolle oversaw all aspects of new business
development including: media, production, regulatory compliance and operations.
Highlighting Mr. Rolle's tenure with HSND was his role in the development and
launch of the Ab Isolator and EZ Crunch abdominal exercise products. These
infomercials both generated in excess of $150 million dollars in worldwide sales
and spawned an entire consumer product segment targeting abdominal exercise.
Estimated sales of this category easily exceed $1 billion dollars worldwide.
As of the date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which Mr. Rolle is a party in connection
with this appointment as a director and an officer of this Company.
On June 6, 2008 John Whitesell was appointed as a member of the Company's Board
of Directors.
John Whitesell, Director/Producer John Whitesell released his fifth feature
film, Deck the Halls, starring Danny DeVito and Matthew Broderick, nationwide on
November 22, 2006. The film is a family comedy about clashing neighbors, home
decoration, and the true spirit of the holidays.
In 2006 Mr. Whitesell directed the feature film Big Momma's House 2. In this
sequel to the hit comedy Big Momma's House, Martin Lawrence reprises his role as
FBI agent Malcolm Turner who once again goes undercover as Big Momma.
In 2003, Mr. Whitesell directed the film Malibu's Most Wanted starring Jamie
Kennedy, Taye Diggs, Anthony Anderson, Ryan O'Neal and Blair Underwood for
Warner Brothers.
Prior to that, Mr. Whitesell directed See Spot Run also for Warner Brothers,
starring David Arquette and Michael Clark Duncan.
Mr. Whitesell also directed Calendar Girl starring Jason Priestley and Joe
Pantoliano for Sony Pictures. The story follows three young men on an end of the
summer trip to Hollywood, CA on a quest to fulfill the fantasy of meeting
Marilyn Monroe.
During this time, Mr. Whitesell was also very active in television directing and
producing. He directed and produced over 200 episodes of primetime television
including Roseanne, Action, and Jack and Jill. He also directed many television
pilots including Grounded for Life, The John Larroquette Show, Damon, Cosby and
Law and Order.
Mr. Whitesell started his television career in daytime television. He was a
director and executive producer on the soap operas Search for Tomorrow and
Another World, and he won an Emmy for directing Guiding Light.
Mr. Whitesell trained in theatre at Circle Square in New York City and at the
Williamstown Theatre Festival. He graduated from Simpson College in 1976.
Item 9.01 Financial Statement and Exhibit.
(a) Financial Statements of Business Acquired.
10.1 Purchase agreement (incorporated by referenc to Form 8-K filed on June
12, 2008)
23.1 DNTW consent
99.1 Audited financial statements
99.2 Interim reviewed financial statements
99.3 Unaudited pro-forma financial statements
SIGNATURE
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.
RED ROCK PICTURES HOLDINGS, INC.
Dated: January 30, 2009 By: /s/ Reno R. Rolle
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Name: Reno R. Rolle
Title: Chief Executive Officer