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): September 21, 2006
DEER VALLEY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 00114800 20-5256635
(State of Incorporation) (Commission File Number) (IRS Employer
Identification Number)
4902 EISENHOWER BLVD., SUITE 185, TAMPA, FL 33634
(Address of Principal Executive Offices) (Zip Code)
(813) 885-5998
(Registrant's Telephone Number, Including Area Code)
CYTATION CORPORATION
(Former name or former address, if changed since last report)
Check the appropriate box below of the Form 8-K if the 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)).
Unless otherwise indicated or the context otherwise requires, all
references below in this Report on Form 8-K to "we," "us," "Deer Valley" and the
"Company" are to Deer Valley Corporation, a Florida corporation, together with
its wholly-owned subsidiary, Deer Valley Homebuilders, Inc., an Alabama
corporation. Specific discussions or comments relating to Deer Valley
Corporation will reference the "Deer Valley Corporation," and those relating to
Deer Valley Homebuilders, Inc. will be referred to as "DVHB."
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On September 21, 2006, pursuant to Section 4.4 of the Company's Bylaws, the
Company's Board of Directors unanimously elected Joel Stephen Logan II, John
Steven Lawler, and Charles L. Murphree, Jr. to serve as directors, with their
election becoming effective at 10:00 a.m. on September 22, 2006, with each
director to serve until the next annual meeting of the shareholders, pursuant to
section 607.0805(4) of the Florida Statutes. Joel Logan will serve as a Class
II Director, Mr. Murphree will serve as a Class I Director, and Mr. Lawler will
serve as a Class III Director. At this time, none of the new directors have
been selected or are expected to be selected to serve on committees of the board
of directors.
Joel Stephen Logan, II is a corporate Director, President, and General
Manager of DVHB. Mr. Logan is well-known throughout the manufactured home
industry, having founded and operated two successful companies in the industry.
Since leading the group which founded DVHB in 2004, Mr. Logan has served as
Chairman of the Board, General Manager, and President of that company. In 1996,
Mr. Logan led the group which founded a manufactured housing company, Pinnacle
Homes of Alabama. Mr. Logan served as served as President and General Manager
of Pinnacle until the company was purchased in 1998. Following the buy-out,
Pinnacle became a division of Patriot Homes of Indiana, and Mr. Logan continued
as General Manager of the Pinnacle Division until 2003. Mr. Logan holds a
degree in Business Administration from Mississippi State University.
Charles L. Murphree, Jr. ("Chet") is a corporate Director, Vice President,
and Regional Sales Director of DVHB. As one of the founders of DVHB, since
April of 2004 Mr. Murphree has served as a Corporate Director, Sales Manager and
Vice President of DVHB. From 2003 until 2004, Mr. Murphree served as Plant
Manager for Clayton Homes, Inc. From 2000 through 2003, Mr. Murphree worked as
General Manager of the Energy and LifeStyle Divisions of Southern Energy Homes,
Inc. Mr. Murphree graduated from the University of Alabama Huntsville with a
Bachelor of Science in Business Administration.
John Steven Lawler is a Corporate Director and Director of Finance of DVHB.
As part of the DVHB's founding group, since April 2004 Mr. Lawler, a certified
public accountant, has served as Director of Finance for DVHB. From 2001 until
2004, he served as ERP and IT Project Manager for Cavalier Homes, Inc. From
1999 until 2001, Mr. Lawler worked as the ERP Team Leader for Financial
Accounting for Cavalier Homes, Inc. Mr. Lawler holds a Bachelor of Science in
Business Administration from the University of Alabama.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Except as set forth below, there were no transactions during the last two
fiscal years, and there are no proposed transactions to which the Company or its
subsidiary was or is to become a party, in which any of the new directors or
members of their immediate families had, or is to have, a direct or indirect
material interest.
Joel Stephen Logan, II, Charles L. Murphree, Jr., and John Steven Lawler
were three of eight original owners who founded DVHB as a private company in
early 2004. On January 18, 2006, the Company, through its wholly owned
subsidiary Deer Valley Acquisitions Corp. ("DVA"), acquired 100% of the
outstanding capital stock of DVHB from the founders for an aggregate cash
purchase price of $6,500,000 (the "DVH Acquisition"). Joel Stephen Logan, II
owned approximately 30% of the stock of DVHB sold to the Company, Charles L.
Murphree, Jr. owned approximately 20% of the stock of DVHB sold to the Company,
and John Steven Lawler owned approximately 10% of the stock of DVHB sold to the
Company. Pursuant to the terms of the DVH Acquisition, Joel Stephen Logan, II,
Charles L. Murphree, Jr., and John Steven Lawler were entitled to serve on the
board of the Company. The Company had no relationship with DVHB or the eight
former owners of DVHB prior to the DVH Acquisition.
The eight former owners of DVHB, including Joel Stephen Logan, II, Charles
L. Murphree, Jr., and John Steven Lawler, purchased shares in the Company's
subsequent Series A Preferred Stock Offering, which closed on January 18, 2006.
The eight former owners of DVHB purchased an aggregate of $500,000 in shares of
Series A Convertible Preferred Stock, Series A Common Stock Purchase Warrants,
and Series B Common Stock Purchase Warrants.
Also, in connection with the DVH Acquisition, DVA entered into the Earnout
Agreement, pursuant to which, aggregate payments up to a maximum of $6,000,000
may be paid to the former owners of DVHB, as an earnout, based upon the net
income before taxes of DVHB. Joel Stephen Logan, II, Charles L. Murphree, Jr.,
and John Steven Lawler are each a party to the Earnout Agreement.
On January 25 2006, the Company approved DVHB entering into a Sales
Contract with Steve J. Logan to purchase real property located at 7668 Highway
278 in Sulligent, Alabama (the "Sulligent Property"). On April 18, 2006, DVHB
purchased the Sulligent Property from Steve J. Logan. The Sulligent Property
consists of a 65,992 square foot manufacturing plant located on approximately 13
acres of land. The Company paid the purchase price for the Sulligent Property
of $725,000, in cash. Prior to acquiring the Sulligent Property, DVHB's plant
on the Sulligent Property operated, beginning on February 20, 2006, under a
short-term lease. Steven J. Logan is the father of DVHB's President, and
General Manager, Joel Logan. The purchase of the Sulligent Property was
approved by the disinterested members of DVHB's Board of Directors and the Chief
Executive Officer of the Company.
The disinterested members of the board of DVHB have approved a consulting
agreement between DVHB and Steve J. Logan, the father of Joel Stephen Logan, II.
Under the consulting agreement, Steve Logan agreed to remain as a personal
guarantor on a loan on the property owned by DVHB in Guin, Alabama and to
provide real estate consulting services from time to time, as requested. DVHB,
in return, agreed to pay Steve Logan $5,000 per month for five years and to
assume the mortgage on the Guin property. Steve Logan's personal guaranty
allowed DVHB to obtain a materially lower interest rate than it would have
otherwise been able to obtain. There are no specific minimum hours which Steve
Logan must work.
ITEM 7.01 REGULATION FD DISCLOSURE
On September 25, 2006, the Company issued a news release entitled "DEER
VALLEY CORPORATION ANNOUNCES THE ADDITION OF THREE NEW DIRECTORS TO ITS BOARD,"
a copy of which is attached hereto as Exhibit 99.01.
The information contained in this Item 7.01 on Form 8-K and Exhibits
99.01 attached hereto shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed with this Form 8-K:
EXHIBIT NO. DESCRIPTION
3.02 Bylaws of Deer Valley Corporation (1)
10.01 Securities Purchase and Share Exchange Agreement (2)
10.02 Earnout Agreement (2)
10.03 Sulligent Property Purchase Agreement (3)
99.01 Press Release (4)
(1) Previously filed as an Exhibit to the Form 8-K filed with the United States
Securities and Exchange Commission on July 28, 2006.
(2) Previously filed as an Exhibit to the Form 8-K filed with the United States
Securities and Exchange Commission on January 25, 2006.
(3) Previously filed as an Exhibit to the Form 8-K filed with the United States
Securities and Exchange Commission on April 24, 2006.
(4) Filed herewith.
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.
DEER VALLEY CORPORATION
By: /s/ Charles G. Masters
-------------------------------------
Name: Charles G. Masters
-------------------------------------
Title: President, Chief Executive Officer
-------------------------------------
Dated: September 27, 2006