UNITED STATES
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 21, 2014
STEVIA CORP.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-53781 98-0537233
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7117 US 31 S
Indianapolis, IN 46227
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (888) 250-2566
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 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
On July 25, 2013, the Supreme Court of the State of New York, County of New
York (the "Court"), entered an order (the "Order") approving, among other
things, the fairness of the terms and conditions of an exchange pursuant to
Section 3(a)(10) of the Securities Act of 1933, as amended (the "Securities
Act"), in accordance with a stipulation of settlement (the "Settlement
Agreement") between Stevia Corp., a Nevada corporation (the "Company"), and
Hanover Holdings I, LLC, a New York limited liability company ("Hanover"), in
the matter entitled Hanover Holdings I, LLC v. Stevia Corp., Case No.
156345/2013 (the "Action"). Hanover commenced the Action against the Company on
July 12, 2013 to recover $1,042,000 of past-due accounts payable of the Company,
plus fees and costs (the "Claim"). The Order provides for the full and final
settlement of the Claim and the Action. The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution of the Order
by the Court on July 25, 2013.
As previously disclosed, on July 26, 2013, the Company issued and delivered
to Hanover 7,500,000 shares (the "Initial Settlement Shares") of the Company's
common stock, $0.001 par value (the "Common Stock"), pursuant to the terms of
the Settlement Agreement approved by the Order.
The Settlement Agreement provides that the Initial Settlement Shares will
be subject to adjustment on the trading day immediately following the
Calculation Period (as defined below) to reflect the intention of the parties
that the total number of shares of Common Stock to be issued to Hanover pursuant
to the Settlement Agreement be based upon a specified discount to the trading
volume weighted average price (the "VWAP") of the Common Stock for a specified
period of time subsequent to the Court's entry of the Order. Specifically, the
total number of shares of Common Stock to be issued to Hanover pursuant to the
Settlement Agreement shall be equal to the sum of: (i) the quotient obtained by
dividing (A) $1,042,000 (representing the total amount of the Claim), by (B) 65%
of the average of the lowest 40 VWAPs of the Common Stock over the
120-consecutive trading day period (subject to extension under the Settlement
Agreement) immediately following the date of issuance of the Initial Settlement
Shares (or such shorter trading-day period as may be determined by Hanover in
its sole discretion by delivery of written notice to the Company) (the
"Calculation Period"); (ii) the quotient obtained by dividing (A) $22,500,
representing (1) $25,000 of Hanover's legal fees and expenses incurred in
connection with the Action that the Company has agreed to pay less (2) $2,500
heretofore paid by the Company, by (B) 100% of the VWAP of the Common Stock over
the Calculation Period; and (iii) the quotient obtained by dividing (A) agent
fees of $83,360, by (B) 100% of the VWAP of the Common Stock over the
Calculation Period, rounded up to the nearest whole share (the "VWAP Shares").
As a result, the Company ultimately may be required to issue to Hanover
substantially more shares of Common Stock than the number of Initial Settlement
Shares issued (subject to the limitations described below). The Settlement
Agreement further provides that if, at any time and from time to time during the
Calculation Period, Hanover reasonably believes that the total number of
Settlement Shares previously issued to Hanover shall be less than the total
number of VWAP Shares to be issued to Hanover or its designee in connection with
the Settlement Agreement, Hanover may, in its sole discretion, deliver one or
more written notices to the Company, at any time and from time to time during
the Calculation Period, requesting that a specified number of additional shares
of Common Stock promptly be issued and delivered to Hanover or its designee
(subject to the limitations described below), and the Company will upon such
request reserve and issue the number of additional shares of Common Stock
requested to be so issued and delivered in the notice (all of such additional
shares of Common Stock, "Additional Settlement Shares"). At the end of the
Calculation Period, (i) if the number of VWAP Shares exceeds the number of
Initial Settlement Shares and Additional Settlement Shares issued, then the
Company will issue to Hanover or its designee additional shares of Common Stock
equal to the difference between the number of VWAP Shares and the number of
Initial Settlement Shares and Additional Settlement Shares, and (ii) if the
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number of VWAP Shares is less than the number of Initial Settlement Shares and
Additional Settlement Shares issued, then Hanover or its designee will return to
the Company for cancellation that number of shares of Common Stock equal to the
difference between the number of VWAP Shares and the number of Initial
Settlement Shares and Additional Settlement Shares. Hanover may sell the shares
of Common Stock issued to it or its designee in connection with the Settlement
Agreement at any time without restriction, even during the Calculation Period.
The Settlement Agreement provides that in no event shall the number of
shares of Common Stock issued to Hanover or its designee in connection with the
Settlement Agreement, when aggregated with all other shares of Common Stock then
beneficially owned by Hanover and its affiliates (as calculated pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder), result in the beneficial
ownership by Hanover and its affiliates (as calculated pursuant to Section 13(d)
of the Exchange Act and the rules and regulations thereunder) at any time of
more than 9.99% of the Common Stock.
As previously disclosed, between September 30, 2013 and December 13, 2013,
the Company issued and delivered to Hanover an aggregate of 5,500,000 Additional
Settlement Shares pursuant to the terms of the Settlement Agreement approved by
the Order.
Since the issuance of the Initial Settlement Shares and Additional
Settlement Shares described above, Hanover demonstrated to the Company's
satisfaction that it was entitled to receive another 2,538,882 Additional
Settlement Shares, based on the adjustment formula described above, and that the
issuance of such Additional Settlement Shares to Hanover would not result in
Hanover exceeding the beneficial ownership limitation set forth above.
Accordingly, on January 21, 2014, the Company issued and delivered to Hanover
another 2,538,882 Additional Settlement Shares pursuant to the terms of the
Settlement Agreement approved by the Order.
The issuance of Common Stock to Hanover pursuant to the terms of the
Settlement Agreement approved by the Order is exempt from the registration
requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an
issuance of securities in exchange for bona fide outstanding claims, where the
terms and conditions of such issuance are approved by a court after a hearing
upon the fairness of such terms and conditions at which all persons to whom it
is proposed to issue securities in such exchange shall have the right to appear.
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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.
Date: January 22, 2014 STEVIA CORP.
By: /s/ George Blankenbaker
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George Blankenbaker
President
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