-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cc0BLBT8yozXIZjo1FmwGeEp5kjSoKx0GLf+ROUUf8DXbFR86ZI2bqqKCRnUqkIN U1HIgjH+8jW2l4lILU8e2g== 0001169232-08-002246.txt : 20080603 0001169232-08-002246.hdr.sgml : 20080603 20080603130926 ACCESSION NUMBER: 0001169232-08-002246 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080530 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080603 DATE AS OF CHANGE: 20080603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMOL GROUP INC CENTRAL INDEX KEY: 0001011733 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 133859706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28144 FILM NUMBER: 08876753 BUSINESS ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544394 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: NUTRONICS INTERNATIONAL INC DATE OF NAME CHANGE: 19960404 8-K 1 d74387_8-k.htm CURRENT REPORT

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 30, 2008

 

 

 

Trimol Group, Inc.

 

(Exact name of Registrant as Specified in its Charter)

 

 

Delaware

0-28144

13-3859706

 

(State or other jurisdiction

(Commission

(IRS Employer

 

of incorporation)

File No.)

Identification No.)

 

 

 

1285 Avenue of the Americas, 35th Floor, New York, New York 10019

 

(Address of Principal Executive Office)

 

 

Registrant’s telephone number, including area code: (212) 554-4394

 

 

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 1.02.

Termination of a Material Definitive Agreement

 

Trimol Group, Inc. (the “Company”) and Aluminum Power Inc (“API”), the Company’s majority shareholder which is beneficially owned and controlled by the Company’s Chairman of the Board, entered into a Termination Agreement dated May 30, 2008, pursuant to which the Technology Acquisition Agreement and License Agreement dated as of January 11, 2001 and the Research and Development Agreement dated as of July 1, 2001 both between the Company and API, were terminated, effective as of such date.

 

Pursuant to the Termination Agreement, Royal HTM Group, Inc., a company also beneficially owned and controlled by the Company’s Chairman of the Board, cancelled $400,000 of the Company’s indebtedness to it.

 

The Termination Agreement provides that API will, to the extent it receives any Net Revenues (as defined below), during the five (5) year period commencing on May 30, 2008 and expiring on May 29, 2013 (the “Revenue Interest Term”), remit to the Company within ten (10) days after its receipt of any such revenues, an amount equal to ten percent (10%) thereof. For purposes of the Termination Agreement, “Net Revenues” shall mean all revenues actually received by API from the sale or licensing of the Seller’s Technology, (as that term is defined in the Technology Acquisition Agreement dated as of January 11, 2001 between the Company and API), less all professional fees, commissions and broker’s and finder’s fees paid by API in connection therewith. There is no assurance that API will receive any such Net Revenues.

 

The Termination Agreement provided for mutual reciprocal general releases between the Company and API.

 

The Company discontinued all research and development efforts in connection with the aluminum air fuel cell technology which is the subject of the agreements terminated by the Termination Agreement in mid 2003. At that time, the Company determined that it did not have the funds to continue to pursue such research and development, and it continues to lack the funds necessary to do so.

 

Item 9.01

Financial Statements and Exhibits

 

 

(d)

Exhibit

 

 

 

 

 

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.

 

TRIMOL GROUP, INC.

 

By: /s/ Yuri Benenson

Chief Executive Officer

 

Date: June 3, 2008

 

This Current Report on Form 8-K may contain, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements with respect to the Company’s plans, objectives, expectations and intentions and other statements identified by words such as may, could, would, should, believes, expects, anticipates, estimates, intends, plans or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control).


 

 EX-10.1 2 d74387_ex10-1.htm TERMINATION AGREEMENT

 

EXHIBIT 10.01

 

TERMINATION AGREEMENT

 

AGREEMENT made this 30th day of May, 2008 by and between TRIMOL GROUP, INC., a Delaware corporation with offices at 1285 Avenue of the Americas, 35th Floor, New York, New York 10019 (“Trimol”) and ALUMINUM POWER, INC., an Ontario, Canada corporation with offices at 87 Scollard Street, Toronto, Ontario M5R 1G4, Canada (“API”).

 

W I T N E S S E T H :

 

WHEREAS, Trimol and API are parties to that certain Technology Acquisition Agreement and License Agreement dated as of January 11, 2001 and that certain Research & Development Agreement dated as of July 1, 2001 (the “Agreements”); and

 

WHEREAS, API and Trimol have agreed to terminate the Agreements, on and subject to the terms and conditions set forth herein.

 

NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the recipient and sufficiency of which are hereby unconditionally acknowledged, the parties hereto do hereby agree as follows:

 

1.        Termination of the Agreements. Effective May 30, 2008, the Agreements will be deemed terminated and no longer in force or effect.

 

2.        Cancellation of Debt. In consideration of the termination of the Agreements as provided hereunder, Royal HTM Group, Inc. hereby agrees to cancel Four Hundred Thousand Dollars ($400,000) of Trimol’s indebtedness to it.

 

 

3.

Revenue Sharing Interest.

 

(a)      As further consideration of the termination of the Agreements, API hereby agrees that if and to the extent it receives any Net Revenues (defined below) during the five (5) year period commencing on the date hereof and expiring on May 29, 2013 (the “Revenue Interest Term”), it will remit to Trimol, within ten (10) days after its receipt thereof, an amount equal to ten percent (10%) thereof (“Trimol’s Net Revenue Interest”), accompanied by a report setting forth the basis of such payment. For purposes hereof, “Net Revenues” shall mean all revenues actually received by API from the sale or licensing of the Seller’s Technology, as such term is defined in the Technology Acquisition Agreement dated as of January 11, 2001 between Trimol and API, less all professional fees, commissions and broker’s and finder’s fees paid by API in connection therewith.

 

(b)      Trimol shall have the right, at its expense, to inspect such of API’s books and records that are maintained by API with respect to such Net Revenues (and will be reimbursed for the cost of any such inspection if the result thereof determines that the amount paid was less than the amount due hereunder by five percent (5%) or more), provided that any such inspection is done on

 

 

reasonable prior notice and during normal business hours.

 

(c)      Notwithstanding any provision of this Agreement to the contrary, API disclaims any representation, warranty, covenant or obligation to devote its time and resources to marketing the Seller’s Technology.

 

(d)      Trimol hereby agrees that all intellectual property rights sold, transferred, assigned and/or licensed to it under the Agreements are hereby reconveyed to API. If and to the extent any assignments or other documents are required to confirm or effectuate any such sale, transfer or assignment, API shall pay all of the costs in connection therewith.

 

 

4.

Mutual Releases.

(a) In consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Trimol and all entities owned (in whole or in part), controlled by, or under common control with Trimol and their respective officers, directors, shareholders, employees, agents, consultants, heirs, administrators, executors, personal representatives, successors and assigns (hereinafter collectively referred to as the “Trimol Releasors”), do hereby unconditionally and irrevocably release and forever discharge API, and all entities owned (in whole or in part), controlled by, or under common control with API, and their respective officers, directors, shareholders, employees, counsel, agents, consultants, heirs, administrators, executors, personal representatives, successors and assigns (hereinafter collectively referred to as the “API Releasees”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, obligations, contracts, controversies, agreements, promises, variances, damages, liabilities, judgments, executions, claims and demands whatsoever, in law or in equity (whether known or unknown, liquidated or unliquidated and whether suspected or unsuspected), whether asserted individually, derivatively, or in any other capacity, which the Trimol Releasors, or any of them, ever had, now have or hereafter can, shall or may have against the API Releasees (or any of them) for, by reason of, in any way based upon, arising out of, related to, or connected with, directly or indirectly, any matter or transaction, including any matter or transaction related to or based upon the Agreements and the transactions contemplated thereunder, from the beginning of the world to and including the date hereof, except for the representations, warranties and covenants API under this Agreement. The Trimol Releasors hereby covenant and agree not to sue any of the API Releasees with respect to any matter or thing covered by or subject to the foregoing release, subject to the exception set forth above, or with respect to any suit or proceeding commenced against the API Releasees to enforce the terms of this Agreement.

 

(b)       In consideration of the covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, API, and all entities owned (in whole or in part), controlled by, or under common control with API (hereinafter collectively referred to as the “API Releasors”), do hereby unconditionally and irrevocably release and forever discharge Trimol, and all entities owned (in whole or in part), controlled by, or under common control with Trimol, and their respective officers, directors, shareholders, employees, counsel, agents, consultants, heirs, administrators, executors,

 

 

personal representatives, successors and assigns (hereinafter collectively referred to as the “Trimol Releasees”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, obligations, contracts, controversies, agreements, promises, variances, damages, liabilities, judgments, executions, claims and demands whatsoever, in law or in equity (whether known or unknown, liquidated or unliquidated and whether suspected or unsuspected), whether asserted individually, derivatively, or in any other capacity, which the API Releasors, or any of them, ever had, now have or hereafter can, shall or may have against the Trimol Releasees (or any of them) for, by reason of, in any way based upon, arising out of, related to, or connected with, directly or indirectly, any matter or transaction, including the Agreements and the transactions contemplated thereunder, from the beginning of the world to and including the date hereof, except for the representations, warranties and covenants of Trimol under this Agreement. The API Releasors hereby covenant and agree not to sue any of the Trimol Releasees with respect to any matter or thing covered by or subject to the foregoing release, subject to the exception set forth above, or with respect to any suit or proceeding commenced against the Trimol Releasees to enforce the terms of this Agreement.

 

 

5.

Representations and Warranties.

 

(a) All action on the part of API and Trimol necessary for the authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, has been properly taken and obtained by each of them and this Agreement constitutes a valid and legally binding obligation of API and Trimol enforceable in accordance with its terms except (i) as the same may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws affecting generally the enforcement of creditors( rights and by the effect of rules governing the availability of equitable remedies, and (ii) as rights to indemnity or contribution may be limited under federal or state securities laws or by principles of public policy thereunder.

 

(b) The authorization, execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in any violation or be in conflict with or constitute, with or without the passage of time or giving of notice, or both, a breach or default under any instrument, judgment, order, writ, decree or agreement to which either API or Trimol is a party or by which either of them is bound.

 

6.        Further Assurances. The parties hereto hereby agree that, at any time and from time to time after the date hereof, upon the reasonable request of either party hereto, they shall do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such further acts, deeds, assignments, transfers, conveyances, and assurances as may be reasonably required to more effectively consummate this Agreement and the transactions contemplated thereby or to confirm or otherwise effectuate the provisions of this Agreement.

 

7.        Miscellaneous. This Agreement (i) constitutes the sole and entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof, (ii) may not be modified or waived except pursuant to a written instrument signed by the party to be

 

 

bound thereby, (iii) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, (iv) shall be governed by and construed in accordance with the internal laws of the State of New York, (v) shall not be assignable by either of the parties hereto without the written consent of the non-assigning party, (vi) shall, if any term or provision hereof shall be determined to be unenforceable, remain valid and in full force and effect with respect to all other provisions of this Agreement not affected by such unenforceable provision or provisions, (vii) may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument, and (viii) may be completed by facsimile transmission, which transmission will be deemed to be an original and considered fully legal and binding on all of the signatories hereto.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and date first above written.

 

WITNESS:

TRIMOL GROUP, INC.

 

/s/ Daniel Benenson

By: /s/ Yuri Benenson

 

Chief Executive Officer

 

 

WITNESS:

ALUMINUM POWER, INC.

 

/s/ Melanie Black

By: /s/ Jack Braverman

 

President

 

AGREED TO AND ACCEPTED THIS 30TH DAY OF MAY, 2008 AS TO SECTION 2 HEREOF

 

WITNESS:

ROYAL HTM GROUP, INC.

 

/s/ Melanie Black

By: /s/ Jack Braverman

Vice President

 

 

 

 

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