Vcg Holding Corp - Amended Current report filing (8-K/A)
November 16 2007 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2007
VCG Holding Corp.
(Exact name of registrant as specified in its charter)
Colorado
|
|
001-32208
|
|
84-1157022
|
(State or other jurisdiction
|
|
(Commission File Number)
|
|
(IRS Employer
|
of incorporation)
|
|
|
|
Identification Number)
|
|
|
|
|
|
390 Union Boulevard, Suite 540
|
|
|
Lakewood, Colorado
|
|
80228
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(303)
934-2424
(Registrants telephone number, including area code)
(Former name or former 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 (see General
Instruction A.2. below):
o
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
EXPLANATORY NOTE
This
Current Report on Form 8-K/A is filed to amend the Current Report on Form 8-K
the Company (as defined below) filed on November 2, 2007 to re-arrange the
exhibits thereto, correct a few non-substantive errors and insert financial
information in one of the exhibits that previously was unavailable to the
Company because of illegible copies of original documents.
Item 1.01 Entry
into a Material Definitive Agreement.
On October 29, 2007, VCG Holding Corp., a Colorado corporation (the Company),
entered into a Stock Purchase Agreement (the Dallas Purchase Agreement) with
Manana Entertainment, Inc., a Texas corporation, d/b/a Jaguars Gold Club
Dallas (Manana), and Bryan S. Foster (the Seller) pursuant to which the
Company, or its assignee, agreed to purchase (a) 100% of the issued and
outstanding shares of capital stock of Manana for $3,520,000 and (b) the
building in which Manana operates an adult entertainment nightclub commonly
known as Jaguars Gold Club of Dallas, with all its contents, including
improvements, fixtures and personal property, for $3,000,000. The Companys
payment obligation is evidenced by a promissory note dated October 29, 2007 in
the principal amount of $6,520,000 payable to the Seller upon the closing date
of the transaction (the Dallas Closing Date). The Dallas Closing Date will be
the date on which the Company receives certain licenses from the City of
Dallas, Texas providing the Company with the right to operate the nightclub. The
Company made an earnest money deposit in the amount of $150,000 in cash in
connection with executing the Dallas Purchase Agreement which amount will be
applied to the purchase price payable on the Dallas Closing Date.
The Dallas Purchase Agreement contains customary conditions to the
closing of the acquisition. In addition, prior to the closing, the Seller is
required to pay off a contract for deed of the real property used in the
operation of the nightclub and obtain a commitment for a title policy from a
reputable title insurance company. The purchase of the nightclub and building
did not include the real property upon which the nightclub is located. The
Company entered into a Ground Lease Agreement (the Dallas Lease) dated as of
October 26, 2007 for the real property used in the operation of the nightclub
as described under Item 2.03 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
The Dallas Purchase Agreement contains certain other provisions which
are customary for agreements of this nature, such as representations,
warranties, covenants and indemnities. In addition, the Seller agreed to assist
the Company in every reasonable manner in the transition of the day-to-day
operation of the nightclub for a period of 90 days after the Dallas Closing
Date. Further, the Seller granted to the Company the unlimited use of the
Jaguars trade name following the Dallas Closing Date subject to the Sellers
right to terminate such use with 60 days notice to the Company.
In connection with the execution of the Dallas Purchase Agreement, the
Company entered into a Covenant Not to Compete with each of the Seller (the Seller
Non-Competition Agreement) and a former employee of Manana (the Former Employee
Non-Competition Agreement) pursuant to which each of the Seller and the former
employee agreed not to compete with the Company for a period of five years
following the Dallas Closing Date within 50 miles of the Dallas nightclub,
excluding a future, not currently existing, adult entertainment nightclub, if
built by the Seller, labeled Jaguars Gold Club Forth Worth No. 2. Each of the
Seller Non-Competition Agreement and the Former Employee Non-Competition
Agreement also contains non-solicitation and confidentiality covenants. The
Company will pay each of the Seller and the former employee $5,000 in cash on
the Dallas Closing Date in consideration for entering
2
into the Seller Non-Competition Agreement and the Former Employee
Non-Competition Agreement, respectively.
The Company has attached hereto as Exhibits 10.1, 10.2 and 10.3,
respectively, copies of the Dallas Purchase Agreement, the Seller
Non-Competition Agreement and the Former Employee Non-Competition Agreement. The
foregoing summaries are qualified in their entirety by the contents of the
Dallas Purchase Agreement, the Seller Non-Competition Agreement and the Former
Employee Non-Competition Agreement.
On October 30, 2007, the Company repaid $10,000,000 of outstanding
promissory notes held by Lowrie Management LLLP by issuing Lowrie Management
LLLP an aggregate of 750,000 shares of the Companys common stock. This
transaction is described under Item 3.02 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
Item 2.01
Completion of
Acquisition or Disposition of Assets.
On October 29,
2007, the Company purchased 100% of the issued and outstanding capital stock of
each of Kenja II, Inc., a Florida corporation (Kenja II), and Kenja Venture,
Inc., a Florida corporation (Kenja Venture), for an aggregate payment of
$6,875,000 in cash. Kenja II owns and operates an adult entertainment nightclub
commonly known as Platinum Plus located in Hialeah, Florida. Kenja Venture
holds a Florida liquor license and an adult entertainment license from the City
of Hialeah, Florida for the operation of the nightclub. In accordance with the
terms of the Miami Purchase Agreement (as defined below), all applicable
licenses and permits in order to operate the nightclub have been transferred to
the Company. The transaction occurred pursuant to the terms of a Stock Purchase
Agreement (the Miami Purchase Agreement) that the Company entered into on
September 14, 2007 with Kenja II, Kenja Venture, Third Properties, Inc., a
South Carolina corporation (Third Properties), and Gregory Kenwood Gaines (Gaines),
as previously disclosed in the Companys Current Report on Form 8-K dated
September 20, 2007.
In connection
with the closing of the Miami Purchase Agreement, the Company entered into a
Restrictive Covenant Covenant Not to Compete (Non-Competition Agreement)
with Gaines pursuant to which Gaines agreed not to compete with the Company for
a period of five years following the closing date within 50 miles of the
acquired Miami nightclub and the Company agreed not to compete with Gaines for
a period of three years following the closing date within 50 miles of Gaines
nightclubs located in Greenville and Columbia, South Carolina. Pursuant to the
terms of the Non-Competition Agreement, Gaines granted to the Company a right
of first refusal to purchase Gaines nightclubs located in Greenville and
Columbia, South Carolina.
The Company
also entered into a Bonus Agreement Related to Miami Purchase Agreement (the Bonus
Agreement) with Gaines pursuant to which Gaines agreed to assist the Company
in the operation of the acquired Miami nightclub for up to six months following
the closing and is entitled to bonus payments as additional consideration for
the sale of the nightclub upon the nightclubs achieving certain gross revenue
and net profit targets. The maximum bonus amount payable to Gaines under the
Bonus Agreement is $750,000. The Company may
3
terminate the
Bonus Agreement without any further obligation to Gaines if the nightclub does
not achieve a certain average gross revenue target. In addition, the Company
may terminate the Bonus Agreement at any time and for any reason but must then
pay to Gaines an amount up to $750,000. Gaines may terminate the Bonus
Agreement at any time and is then not entitled to any bonus payment; provided,
however, that Gaines is entitled to receive $750,000 if he terminates the Bonus
Agreements because the Company does not allow him to operate the nightclub as
it has been customarily operated or because Troy Lowrie or Micheal Ocello no
longer manage the Company.
In addition,
Kenja II, the Companys wholly-owned subsidiary following the Miami
acquisition, entered into a Business Lease on October 29, 2007 (the Miami
Lease) for the real property used in the operation of the Miami nightclub as
further reported under Item 2.03 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
The Company has attached hereto as Exhibits 10.4, 10.5 and 10.6,
respectively, copies of the Miami Purchase Agreement, the Non-Competition
Agreement and the Bonus Agreement. The foregoing summaries are qualified in
their entirety by the contents of the Miami Purchase Agreement, the
Non-Competition Agreement and the Bonus Agreement. Exhibit 10.4 updates and
replaces in its entirety the Miami Purchase Agreement previously filed in the
Companys Current Report on Form 8-K dated September 20, 2007.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with executing the Dallas Purchase Agreement, the Company
entered into the Dallas Lease with the Seller, as landlord, dated as of October
26, 2007 and effective on the Dallas Closing Date, pursuant to which the
Company agreed to lease the real property used in the operation of the Dallas
nightclub, located at 2151 Manana Drive in Dallas, Texas, for a term of five
years at a monthly base rent of $25,000. Following the Dallas Closing Date, the
Dallas Lease will be assigned to the Companys wholly-owned subsidiary, Manana
Entertainment, Inc. The Dallas Lease automatically renews for four separate
additional five-year periods unless the Company declines renewal in a written
notice to the Seller. The monthly base rent increases by 10 percent for each
five-year renewal period. In addition, the Seller granted to the Company a
right of first refusal and option to purchase the real property under certain
circumstances.
On October 29,
2007, Kenja II and Third Properties, an entity affiliated with Gaines, as
landlord, entered into the Miami Lease pursuant to which Third Properties
leased to Kenja II the real property used in the operation of the Miami
nightclub, located at 7565 W. 20
th
Avenue in Hialeah, Florida, for a
term of 25 years at an annual rent of $120,000 payable in equal monthly
installments, which rent increases by three percent each year during the term.
The Miami Lease automatically renews for two separate additional five-year
periods upon the same terms and conditions as set forth in the Miami Lease
unless the Company declines renewal in a written notice to Third Properties. In
addition, Third Properties granted to Kenja II a right of first refusal and
option to purchase the real property under certain circumstances. The Company
has guaranteed Kenja IIs obligations under the Miami Lease pursuant to a
Guaranty of Lease in favor of Third Properties (the Miami Guaranty) and Kenja
II has pledged its liquor license and
4
any and all necessary permits
issued by the State of Florida to Third Properties to secure Kenja IIs
obligations under the Lease.
The Company
has attached hereto as Exhibits 10.7, 10.8 and 10.9, respectively, copies of
the Dallas Lease, the Miami Lease and the Miami Guaranty. The foregoing
summaries are qualified in their entirety by the contents of the Dallas Lease,
the Miami Lease and the Miami Guaranty.
Item 3.02 Unregistered Sales
of Equity Securities.
On October 30, 2007, the Company repaid $10,000,000 of outstanding
promissory notes held by Lowrie Management LLLP by issuing Lowrie Management
LLLP an aggregate of 750,000 shares of the Companys restricted common stock. The
stock issued to Lowrie Management LLLP was valued at $13.33 per share,
approximately 128% of the closing price per share for the Companys common
stock on October 29, 2007. Lowrie Management LLLP is controlled and majority
owned by Troy Lowrie, the Companys Chairman and Chief Executive Officer.
The Company issued the shares of common stock to Lowrie Management LLLP
in reliance on the exemption from registration contained in Section 4(2) of the
Securities Act of 1933, as amended.
Item 8.01 Other Events.
On October 30,
2007, the Company issued a press release announcing that it closed the Miami
Purchase Agreement and a separate press release announcing that it repaid
promissory notes held by Lowrie Management LLLP. On October 31, 2007, the
Company issued a press release announcing that it had entered into the Dallas
Purchase Agreement. Copies of these press releases are attached hereto as
Exhibits 99.1, 99.2 and 99.3, respectively. The reader is advised to read these
press releases in their entirety.
Item 9.01 Financial
Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
The Company
will file the financial statements required to be included herein by an
amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date hereof.
(b) Pro Forma Financial Information.
The Company
will file the pro forma financial information required to be included herein by
an amendment to this Current Report on Form 8-K no later than 71 calendar days
after the date hereof.
(d) Exhibits.
5
Exhibit No.
|
|
Identification of Exhibits
|
10.1
|
|
Stock
Purchase Agreement (Dallas, Texas)
|
10.2
|
|
Covenant Not
To Compete (Dallas, Texas Seller)
|
10.3
|
|
Covenant Not
To Compete (Dallas, Texas Former Employee)
|
10.4
|
|
Stock
Purchase Agreement (Miami, Florida)
|
10.5
|
|
Restrictive
Covenant Covenant Not to Compete (Miami, Florida Seller)
|
10.6
|
|
Bonus
Agreement (Miami, Florida)
|
10.7
|
|
Ground Lease
Agreement (Dallas, Texas)
|
10.8
|
|
Business
Lease (Miami, Florida)
|
10.9
|
|
Guaranty of
Lease (Miami, Florida)
|
99.1
|
|
Press
Release Regarding the Miami, Florida Acquisition
|
99.2
|
|
Press
Release Regarding the Repayment of Promissory Notes of Lowrie Management LLLP
|
99.3
|
|
Press
Release Regarding the Dallas, Texas Acquisition
|
6
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
|
|
VCG HOLDING CORP.
|
|
|
|
|
|
|
|
|
|
Date: November 16, 2007
|
|
|
By:
|
/s/ Brent J. Lewis
|
|
|
|
|
Brent J. Lewis
|
|
|
|
|
Chief Financial Officer
|
7
Vcg (AMEX:PTT)
Historical Stock Chart
From Aug 2024 to Sep 2024
Vcg (AMEX:PTT)
Historical Stock Chart
From Sep 2023 to Sep 2024