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)
April 6, 2005
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COLLEGE OAK INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-116890 30-0226902
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
20022 Creek Farm
San Antonio, Texas 78259
(Address of Principal Executive Offices, including Zip Code)
(210) 418-5177
(Registrant's telephone number, including area code)
16161 College Oak, Suite 101,
San Antonio, Texas 78249
(Former Address of Principal Executive Offices, 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 (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 April 6, 2005, College Oak Investments, Inc. ("College Oak") entered
into a Plan and Agreement of Merger (the "Agreement") with Coastal Energy
Services, Inc. a closely-held Delaware corporation ("Coastal"). Pursuant to the
Agreement, College Oak acquired Coastal in exchange for 17,206,000 shares of
College Oak's common stock. The Agreement provides for the merger of Coastal
with and into College Oak, whereby College Oak is the surviving corporation. The
merger was effective on April 6, 2005 (the "Effective Date").
On the Effective Date, all of the issued and outstanding shares of common
stock of Coastal were converted into an equal number of shares of common stock
of College Oak. No fractional shares of common stock of College Oak were issued.
In addition, each right to purchase shares of common stock of Coastal is now a
right to purchase an equal number of shares of common stock of College Oak. On
the Effective Date, options to acquire up to 500,000 shares of Coastal's common
stock were outstanding. Shareholders of Coastal are required to surrender their
certificates evidencing outstanding shares of common stock of Coastal, in
exchange for replacement certificates representing an equal number of shares of
common stock of College Oak.
On the Effective Date, College Oak assumed all of the obligations and
liabilities of Coastal, including the repayment of certain convertible
promissory notes discussed in Item 2.03 below. In addition, on the Effective
Date, Coastal delivered the sum of $125,000 to College Oak, to discharge amounts
owed by College Oak for prior legal services rendered to College Oak and for
expenses incurred by College Oak in connection with the transaction reported
hereby.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Effective Date, College Oak completed the acquisition of Coastal,
pursuant to the terms and conditions of the Agreement, as more particularly
described in Item 1.01 of this Form 8-K, and which is incorporated by reference
into this Item 2.01. Coastal was a company formed to engage in the energy
business and it is now contemplated that College Oak will seek to capitalize on
the experience and relationships of its new management team (discussed in Item
5.02) below, to pursue opportunities in the energy industry.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Pursuant to a private offering, immediately prior to the Effective Date,
Coastal sold an aggregate of $350,000 of its Convertible Promissory Notes (each
a "Note"; and, collectively the "Notes"). By virtue of the Agreement, College
Oak assumed the obligations of the Notes. The face amount of each Note is equal
to the amount of the holder's investment and bears interest at a rate of 10% per
annum (payable in shares of common stock). Subject to the rights of the holders
to convert the Notes at any time, principal and all accrued interest is payable
on the date which is12 months following the issuance of the Notes (the "Maturity
Date").
If a holder elects to convert a Note into shares of common stock, then
such holder will receive such number of shares of College Oak's common stock
equal to (a) the face value of his Note, together with accrued interest as of
the date of the notice of conversion divided by (b) $0.25. In addition, each
holder shall receive an additional number of shares of common stock equal to (c)
20% of the face amount of his Note divided by (d) $0.25. If the holder has not
converted the Note prior to the Maturity Date, then all principal and accrued
interest on the Note shall be repaid on the Maturity Date. Assuming conversion
of all of the Notes on the Maturity date, holders of the Notes will receive an
aggregate of 1,820,000 shares of College Oak's common stock.
Item 5.01. Changes in Control of Registrant.
As a result of the merger contemplated by the Agreement, a change of
control of College Oak has occurred. Prior to the Effective Date, the
controlling shareholders of College Oak were Carey Birmingham and David Loev,
who together held 87% of the issued and outstanding shares of common stock of
College Oak. As of the Effective Date, Alan Gaines and Barrie Damson are now the
controlling shareholders of College Oak, each owning 27.9% of the issued and
outstanding shares of common stock of College Oak.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Prior to the Effective Date, Carey Birmingham was the President and sole
Director of College Oak. As a result of the merger and the consummation of the
transactions contemplated by the Agreement, Mr. Birmingham will continue to
serve in such capacities and the following persons have been appointed as
officers and/or Directors of College Oak:
Alan D. Gaines, age 49, is now Vice Chairman and a Director of College
Oak. Since June 2004 he served as the Vice Chairman and a Director of Coastal.
Mr. Gaines has served as the Chairman, Chief Executive Officer and a Director of
Dune Energy, Inc., a public company, since May 2001. For the past five years,
Mr. Gaines has served as President and CEO of Proton Capital LLC, a privately
held merchant and investment banking firm. In 1983, Mr. Gaines founded Gaines,
Berland Inc., a full service brokerage firm and investment bank specializing in
global energy markets, with particular emphasis given to small to
mid-capitalization exploration and production, pipeline, midstream, and oilfield
services companies. Mr. Gaines served as President of Gaines, Berland from 1983
to 1998. Mr. Gaines holds a BBA in Finance from Baruch College, and an MBA
("With Distinction") from the Zarb School, Hofstra University Graduate School of
Management.
Barrie M. Damson, age 69, has agreed to serve as the Chairman, Chief
Executive Officer and as a Director of College Oak at such time as College Oak
obtains adequate D&O insurance and raises sufficient capital to complete the
acquisition of an initial property. Since 1988 he has served as the President of
Damson Financial Resources, Inc., a private company specializing in oil and gas,
real estate and venture capital investments. Prior thereto, Mr. Damson was
President of Damson Oil Corporation, a publicly traded oil and gas exploration,
development and production company that also served as a general partner for
private and publicly traded oil and gas and real estate partnerships.
Steven Barrenechea, age 46, is now a Director of College Oak. Since June
2004 he served as a Director of Coastal. Mr. Barrenechea has served as a
Director of Dune Energy since May 2001 and as a member of Dune's audit committee
since September 2004. Mr. Barrenechea is currently CEO, President and Director
of Coastal Restaurants LLC which owns and operates high-end restaurant/bars. He
is also COO of Coast to Coast Catering Company, an upscale catering service. Mr.
Barrenechea is a member of the Board of Directors of the Creative Coalition, The
Milford (Connecticut) Red Cross, and The Child Guidance Center of Fairfield
County. Mr. Barrenechea holds a BBA from New York University.
Richard d'Abo, age 52, has agreed to serve as a Director of College Oak at
such time as the Company obtains adequate D & O insurance. He is presently a
transaction partner at The Yucaipa Companies, a leading private equity firm
focused on consolidating companies within the supermarket industry. During 2004,
Mr. d'Abo participated in the closing of three substantial transactions. From
1995 through 2003, Mr. d'Abo was a private investor, and served as a consultant
to numerous companies both public and private regarding acquisitions and related
financings. From 1988 to 1994, Mr. d'Abo was a partner at The Yucaipa Companies
and was instrumental in the creation of financing structures for seven
acquisitions, including Cala Foods, Boys Market, ABC Markets, Alpha Beta, and
Almacs. These transactions totaled approximately $1.0 billion.
College Oak has not yet determined the compensation to be paid to any of
the above named individuals for serving as an officer and/or Director. College
Oak anticipates that each of the foregoing individuals will receive a
combination of cash and stock options for services rendered to College Oak.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements required by this Item 9(a) will be filed by
amendment to this Form 8-K as soon as practicable, but in no event later than
June 15, 2005.
(b) Pro Forma Financial Information.
The financial statements required by this Item 9(b) will be filed by
amendment to this Form 8-K as soon as practicable, but in no event later than
June 15, 2005.
(c) Exhibits.
Exhibits Description
2.1 Plan and Agreement of Merger, dated April 6, 2005, by and between
College Oak Investments, Inc. and Coastal Energy Services, Inc.
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.
COLLEGE OAK INVESTMENTS, INC.
DATE: April 7, 2005 By: /s/ Carey G. Birmingham
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Name: Carey G. Birmingham
Title: President