U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 3, 2015
SOUTH BEACH SPIRITS, INC.
(Exact name of registrant as specified in its charter)
Nevada 001-36549 46-2084743
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
1411 Sawgrass Parkway, Suite B, Sunrise, FL 33323
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 670-3879
2690 Weston Road, Suite 200, Weston, FL 33331
(Former name or address if changed since last report)
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 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 (17CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
As used in this Current Report on Form 8-K and unless otherwise indicated, the
terms "SBES," "THE COMPANY," "WE," "US" and "OUR" refer to South Beach Spirits,
Inc.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
Effective, December 7, 2015, the Company's Board of Directors (the "BOARD")
appointed Martin D. Ustin, a current member of our Board, as Chief Executive
Officer of the Company.
A copy of SBES' press release announcing the appointment of Mr. Ustin as the
Company's Chief Executive Officer is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On December 3, 2015, the Company issued a press release announcing that SBES had
entered into a letter of intent to acquire a 50% equity interest in Striped Pig
Distillery, LLC ("STRIPED PIG"), from certain of its members, in exchange for
the issuance of 750,000 "RESTRICTED" shares of SBES common stock. In addition,
the letter of intent contemplates SBES making a $300,000 cash working capital
contribution to Striped Pig.
Striped Pig, based in North Charleston, South Carolina is an artisanal producer
of high quality rum products, gin, vodka, and moonshine brands under their name,
and also provides contract manufacturing services for a number of other brands.
Their own line of products, distilled from locally harvested corn and sugarcane,
are geared to the premium market. SBES believes that Striped Pig's recent
aggressive growth in contract manufacturing makes it an opportune investment
given additional SBES investment opportunities now under consideration.
The closing of the transaction is subject to the completion of due diligence,
execution of definitive transaction documents between the parties, and
preparation of audited and unaudited financial statements for Striped Pig.
A copy of SBES' press release announcing our entry into the letter of intent is
filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number Description
------ -----------
99.1 Press release dated December 7. 2015, announcing the appointment of
Martin D, Ustin as SBES' Chief Executive Officer
99.2 Press release dated December 3, 2015, announcing the letter of intent
entered into among, SBES, Striped Pig and certain of its members
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.
SOUTH BEACH SPIRITS, INC.
Dated: December 7, 2015 By: /s/ Vincent Prince
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Vincent Prince, Chief Financial Officer
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