8-K/A 1 ncih8kblackchandelier.txt BLACK CHANDELIER AQUISITION 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: March 22, 2004 NCI Holding Inc. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 000-17303 65-1021346 --------- ---------- (Commission File Number) (IRS Employer Identification Number) c/o Jared Gold President 268 West 400 South, Suite 300, Salt Lake City, Utah 84101 (Address of principal executive offices) (801) 575-8073 (Registrant's telephone number, including area code) 1 ITEM 1. CHANGES IN CONTROL OF REGISTRANT On March 15, 2003, H.K. Elrod the president, director, and C.E.O. of NCI Holdings, Inc., resigned as president and director. Also at this time Jared Gold assumed the role of president, director, and C.E.O of the Company. Jared Gold gained a controlling interest in the Company as a result of exchanging his 100% interest in Black Chandelier Inc, for 70,000,000 of Company restricted common stock, which constitutes approximately 96% of the issued and outstanding shares of common stock. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On March 16, 2004 , NCI Holdings Inc., ("Company") entered into a Stock Exchange Agreement with Jared Gold,("Gold") wherein the Company agreed to issue to Gold 70,000,000 shares of the Company's restricted common stock. In return, Jared Gold, president and sole shareholder of Black Chandelier, Inc., exchanged 100% of his common stock in Black Chandelier to the Company. The number of shares Gold received in the exchange constitutes approximately 96% of the issued and outstanding shares of the Company. Black Chandelier's assets include an electric clothing pattern data base, screen printing library, and historic design archives. The value of the assets are expected to be booked for a nominal value. Gold is a common officer and director of both the Company and Black Chandelier. Consequently, the acquisition of Black Chandelier is not considered an arms length transaction. Furthermore, the consideration paid for the acquisition of Black Chandelier was arbitrarily determined. The parties by agreement have specified that the shares of the Company's common stock issued to Gold shall be restricted pursuant to Rule 144 of the Securities Act of 1933. As a result of the transaction, Black Chandelier will become a wholly owned subsidiary of NCI Holdings Inc., and shall be consolidated for tax and financial statement purposes. Black Chandelier Inc. is a newly formed entity and hasn't had any operations. However, from 1998-2003 the clothing label Black Chandelier and its parent company were consistently manufacturing and selling clothing and fashion goods, designed by Jared Gold, using the Black Chandelier trademark. Gold's achievements include designing items and promotional goods for firms such as Nike (NKE) and Dermalogica, as well as shipping items to the world's most prestigious retailers such as Barneys New York (BNNY) and Brown's London as well as lecturing on design at the Otis College of Art and Design. The Company anticipates expanding its range of operations to become a heavily themed and artistically progressive lifestyle company. Forward-looking plans are: supporting and managing fashion, beauty, and perfume subsidiaries, as well as licensing opportunities associated with these industries. At this time the Company is currently researching promising acquisition possibilities under the guidance of its new President Jared Gold. ITEM 7. Financial Statements and Exhibits Pro forma financial statements, if required, will be filed by amendment within the time allowed by rule. EXHIBIT PAGE NO. NO. DESCRIPTION 1 Stock Exchange Agreement dated March 15, 2004 2 Pursuant to the requirement of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NCI Holdings, Inc. Signature Date By:/s/ Jared Gold March 22, 2004 ----------------- Name: Jared Gold Title: President 3 Exhibit A STOCK EXCHANGE AGREEMENT BETWEEN BLACK CHANDELIER, INC. JARED GOLD AND NCI HOLDINGS, INC. 4 STOCK EXCHANGE AGREEMENT TABLE OF CONTENTS Purchase and Sale.............................................................2 Purchase Price................................................................2 Warranties and Representations of Gold and BCI................................2 Warranties and Representations of NCI..................... ...................4 Term..........................................................................5 Conditions Precedent to Closing...............................................5 Termination...................................................................5 Miscellaneous Provisions......................................................6 Closing.......................................................................6 Governing Law.................................................................6 Counterparts..................................................................6 1 STOCK EXCHANGE AGREEMENT THIS STOCK EXCHANGE AGREEMENT ("Agreement") agreement dated March 22, 2004, by, between and among JARED GOLD, an individual ("Gold") and BLACK CHANDELIER, INC., a Utah Corporation ("BCI"), and NCI HOLDINGS, INC., a Nevada corporation ("NCI"). WHEREAS, Gold owns 10,000,000 of the issued and outstanding common stock of BCI; and WHEREAS, Gold desires to sell and NCI desires to purchase the Ten Million (10,000,000) shares of common stock of BCI, representing a 100% interest in the issued and outstanding shares of BCI in exchange for the transfer of 70,000,000 restricted shares of the common stock of NCI to Gold; NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties herein contained, the parties hereby agree as follows: I. Purchase and Sale. Gold hereby agrees to sell, transfer, assign and convey to NCI and NCI hereby agrees to purchase and acquire from Gold, Ten Million (10,000,000) shares of the common voting stock of BCI, a Utah corporation. II. Purchase Price. The aggregate purchase price to be paid by NCI for the Ten Million (10,000,000) shares of common stock of BCI is Seventy Million (70,000,000) shares of the restricted common stock of NCI. III. Warranties and Representations of Gold and BCI. In order to induce NCI to enter into the Agreement and to complete the transaction contemplated hereby, Gold and BCI warrants and represents to NCI that: A. Organization and Standing. BCI is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation, is qualified to do business as a foreign corporation in every other state or jurisdiction in which it operates to the extent required by the laws of such states and jurisdictions, and has full Power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. B. Ownership of the Shares. As of the Date hereof, Gold is the sole owner of the Ten Million (10,000,000) shares of BCI being purchased by NCI pursuant to this Agreement, free and clear of all liens, encumbrances and restrictions, other then those imposed due to the fact the shares have not been registered with the Securities and Exchange Commission and carry a Rule 144 legend. C. Taxes. BCI has filed all federal, state and local income or other tax returns and 2 reports that it is required to file with all governmental agencies, wherever situate, and has paid or accrued for payment all taxes as shown on such returns, such that a failure to file, pay or accrue will not have a material adverse effect on BCI or the shares of BCI stock which are the subject of this Agreement. D. Pending Actions. There are no material legal actions, lawsuits, proceedings or investigations, either administrative or judicial, pending or to the knowledge of Gold or BCI threatened, against or affecting Black Chandelier, Inc. and or the BCI shares of common stock, except as has been disclosed to NCI. BCI is not in violation of any material law, ordinance or regulation of any kind whatever, including, but not limited to the Securities Act of 1933, (the "33 Act"), the Securities Exchange Act of 1934, as amended (the "34 Act") the Rules and Regulations of the U.S. Securities and Exchange Commission ("SEC"), or the Securities Laws and Regulations of any state. E. Governmental Regulation. The completion of the transactions contemplated by the Agreement will not, in and of themselves, violate any governmental law, rule or regulation which would in any way affect or jeopardize the validity of this Agreement. F. Ownership of Assets. Gold has good, marketable title, without any liens or encumbrances of any nature whatever, to the BCI shares which are the subject of this Agreement. G. No Misleading Statements or Omissions. Neither the Agreement nor any financial statement, exhibit, schedule or document attached hereto, contains any materially misleading statement, or omits any fact or statement necessary to make the other statements or facts therein set forth not materially misleading. H. Validity of the Agreement. All corporate action and other proceedings required to be taken by BCI in order to enter into and to carry out the Agreement have been duly and properly taken. No additional corporate or other action on the part of BCI or Gold is required in connection with this Agreement, or the transaction contemplated herein. The Agreement has been duly executed by Gold and BCI, and constitutes the valid and binding obligation of both, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting generally the enforcement of creditors rights. The execution and delivery of the Agreement and the carrying out of its purposes will not result in the breach of any of the terms or conditions of, or constitute a default under or violate BCI's Certificate of Incorporation or document of undertaking, oral or written, to which BCI is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any order, writ, injunction, decree, law, rule or regulation of any court, regulatory agency or other governmental body; and the business now conducted by BCI can continue to be so conducted after completion of the transaction contemplated hereby. 3 I. Enforceability of the Agreement. When duly executed and delivered, the Agreement and the Exhibits hereto which are incorporated herein and made a part hereof are legal, valid, and enforceable by NCI according to their terms, except to the extent limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting generally the enforcement of creditors rights and that at the time of such execution and delivery, NCI will have acquired title in and to the BCI common shares free and clear of all claims, liens and encumbrances. IV. Warranties and Representations of NCI. In order to induce Gold to enter into the Agreement and to complete the transaction contemplated hereby, NCI warrants and represents to Gold that: A. Organization and Standing. NCI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, is qualified to do business as a foreign corporation in every other state in which it operates to the extent required by the laws of such states, and has full power and authority to carry on its business as now conducted and to own and operate its assets, properties and business. B. No Misleading Statements or Omissions. Neither the Agreement nor any financial statement, exhibit, schedule or document attached hereto or presented to Gold in connection herewith contains any materially misleading statement, or omits any fact or statement necessary to make the other statements of facts therein set forth not materially misleading. C. Validity of the Agreement. All corporate action and proceedings required to be taken by NCI in order to enter into and to carry out the Agreement have been duly and properly taken. The Agreement has been duly executed by NCI, and constitutes a valid and binding obligation of NCI. The execution and delivery of the Agreement and the carrying out of its purposes will not result in the breach of any of the terms or conditions of, or constitute a default under or violate, NCI's Certificate of Incorporation or By-Laws, or any agreement, lease, mortgage, bond, indenture, license or other document or undertaking, oral or written, to which NCI is a party or is bound or may be affected, nor will such execution, delivery and carrying out violate any order, writ, injunction, decree, law, rule or regulation of any courtregulatory agency or other governmental body. D. Enforceability of the Agreement. When duly executed and delivered, the Agreement and the Exhibits hereto which are incorporated herein and made a part hereof are legal, valid, and enforceable by Gold according to their terms, and that at the time of such execution and delivery, Gold will have acquired good, marketable title in and to the NCI shares acquired herein, free and clear of all liens and encumbrances. V. Term. All representations, warranties, covenants and agreements made herein and in the exhibits attached hereto shall survive the execution and delivery of the Agreement and payment pursuant thereto. VI. Conditions Precedent to Closing. 4 A. The obligations of Gold under the Agreement shall be and are subject to fulfillment, prior to or at the Closing of each of the following conditions: 1. That NCI and its management representations and warranties contained herein shall be true and correct at the time of closing date as if such representations and warranties were made at such time; 2. That NCI and its management shall have performed or complied with all agreements, terms and conditions required by the Agreement to be performed or complied with by them prior to or at the time of Closing; B. The obligations of NCI under the Agreement shall be and are subject to fulfillment, prior to, at the Closing or subsequent to the Closing of each of the following conditions: 1. That Gold's and BCI's representations and warranties contained herein shall be true and correct at the time of Closing as if such representations and warranties were made at such time; and 2. That Gold shall have performed or complied with all agreements, terms and conditions required by the Agreement to be performed or complied with by him prior to or at the time of Closing. VII. Termination. The Agreement may be terminated at any time before or; at Closing, by: A. The mutual agreement of the parties; B. Any party if: 1. Any provision of the Agreement applicable to a party shall be materially untrue or fail to be accomplished. 2. Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of the Agreement. Upon termination of the Agreement for any reason, in accordance with the terms and conditions set forth in this paragraph, each said party shall bear all costs and expenses as each party has incurred and no party shall be liable to the other. VIII. Miscellaneous Provisions. This Agreement is the entire agreement between the parties in respect of the subject matter hereof, and there are no other agreements, written or oral, nor may the Agreement be modified except in writing and executed by all of the parties hereto. The failure to insist upon strict compliance with any of the terms, covenants or conditions of the Agreement shall not be deemed a waiver or relinquishment of such right or Power at any other time or times. 5 IX. Closing. The Closing of the transactions contemplated by the Agreement ("Closing") shall take place at 1:00 P.M. on March 22, 2004. The Closing shall occur at such place as the parties hereto shall agree upon. At the Closing, all of the documents and items referred to herein shall be exchanged. X. Governing Law. The Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah. XI. Counterparts. The Agreement may be executed in duplicate facsimile counterparts, each of which shall be deemed an original and together shall constitute one and the same binding Agreement, with one counterpart being delivered to each party hereto. IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the date and year above first written. Black Chandelier, Inc. By: /s/ Jared Gold -------------------------------------------------- Jared Gold Its: President Jared Gold, Individually /s/ Jared Gold NCI Holdings, Inc. By: Jared Gold --------------------------------------------------- Name: Individual ------------------------------------------------- Its: President ------------------------------------------------- 6