- Current report filing (8-K)
May 21 2010 - 3:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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)
May 18, 2010
S&W SEED COMPANY
(Exact Name of
Registrant as Specified in Its Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
001-34719
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27-1275784
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(Commission File
Number)
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(IRS Employer
Identification No.)
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25552
South Butte Avenue
Five Points, CA
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93624
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(Address of Principal
Executive Offices)
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(Zip Code)
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(559) 884-2535
(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))
Item
2.01.
Completion of Acquisition or
Disposition of Assets
On
May 18, 2010, S&W Seed Company (the Company) completed the
acquisition of S&W Seed Company, a California general partnership (the Partnership),
as contemplated in its prospectus dated May 3, 2010. The former partners
of the Partnership were the Silveira Bros., Hollis Green, Harry B. Hansen,
Donald W. McCormick and Kathryn A. Munding-McCollister, none of whom had any
relationship with the Company or Seed Holding prior to the acquisition. Using
$600,000 of the net proceeds from its initial public offering, Seed Holding,
LLC, the Companys wholly-owned subsidiary, acquired the 15% interest in the
Partnership that it had not previously acquired in prior closings in June 2008
and December 2009. The Company also paid an additional approximately $743,000
of the net proceeds from the IPO to pay the full amount of principal and accrued
interest owed to certain of the selling partners on notes issued in connection
with the December 2009 closings. As a result of the foregoing, the
Partnership has ceased to exist, and the business and property of the
Partnership is now wholly-owned and operated by the Company and its subsidiary.
The
total consideration paid by the Company and Seed Holding for the Partnership
was $3,819,543 in cash (plus approximately $12,965 in interest on promissory
notes issued in December 2009) and 560 Seed Holding membership units,
which were exchanged in January 2010 for 69,000 shares of the Companys
Common Stock. In exchange, the Company acquired the property and proprietary
alfalfa seed breeding and seed processing business operated by the Partnership
since 1980.
Additional
details of the acquisition and the business acquired, including the financial
statements of Seed Holding, LLC at and as of December 31, 2009, which are
presented as though the Company had acquired 100% of the Partnership at that
date, are set forth in the Companys prospectus dated May 3, 2010, which
can be found on the website of the Securities and Exchange Commission at
www.sec.gov.
Item 8.01.
Other
Events
On
May 20, 2010, the Company issued a press release titled S&W Seed
Company Completes Acquisition of S&W Seed Company Partnership announcing
the closing of the final tranche of the acquisition. The text of the press
release is furnished as Exhibit 99.1 hereto.
Item 9.01.
Financial
Statements and Exhibits
(a)
The financial
statements of the business acquired are set forth as the financial statements
of Seed Holding, LLC in the Pre-effective Amendment No. 5 to the Companys
Registration Statement on Form S-1 (SEC File No. 333-164588), filed
on April 29, 2010 and its final prospectus dated May 3, 2010, filed May 4,
2010, and are incorporated herein by this reference.
(d)
The following
exhibit is filed herewith as a part of this report:
Exhibit
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Description
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99.1
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Press
Release of S&W Seed Company dated May 20, 2010
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The
information in this Current Report on Form 8-K under Item 8.01 and Exhibit 99.1
hereto shall not be deemed filed for the purposes of or otherwise subject to
the liabilities under Section 18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act). Unless expressly incorporated into a filing of
S&W Seed Company under the Securities Act of 1933, as amended, or the
Exchange Act made after the date hereof, such information shall not be
incorporated by reference into any filing of S&W Seed Company, whether made
before or after the date hereof, regardless of any general incorporation
language in such filing.
2
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, thereunto
duly authorized.
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S&W SEED COMPANY
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By:
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/s/ Matthew K. Szot
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Matthew K. Szot
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Vice
President Finance and
Chief
Financial Officer
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Date: May 21, 2010
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3
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