-----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, RXdnvjo5Zub70Yv/VMH5pyrAK5vS8cb/Tj9duReXHre8lT1TbZvmbADHP9vtiJrv 4KOqebSHFLfXPS/Co9us4Q== 0001169232-08-002625.txt : 20080716 0001169232-08-002625.hdr.sgml : 20080716 20080716092516 ACCESSION NUMBER: 0001169232-08-002625 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080709 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080716 DATE AS OF CHANGE: 20080716 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: 08954217 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 d74548_8k.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): July 9, 2008

 

TRIMOL GROUP, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

0-28144

13-3859706

(State or other jurisdiction of incorporation)

(Commission File No.)

(IRS Employer
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”) entered into an amendment dated as of July 9, 2008 (the “Amendment”) to the May 30, 2008 Termination Agreement entered into by such parties (the “Termination Agreement”). Pursuant to the terms of the Amendment, API transferred 21,000,000 shares of the Company’s common stock owned by it (the “Shares”) to the Company to be utilized by it solely in connection with certain acquisitions that the Company is currently exploring. In the event that the Company does not conclude any of such acquisitions by December 31, 2008, API has the right to require the Company to reconvey the Shares to it for a purchase price of $1,000.

Boris Birshtein, Chairman of the Board of Directors of the Company, and Jack Braverman, the Company’s Chief Financial Officer, are the Chairman of the Board and President, respectfully, of API, the Company’s majority shareholder. API’s majority shareholder is Eontech Group, Inc. of which Birshtein Holdings, Ltd. is the majority shareholder. Mr. Birshtein directly controls Birshtein Holdings, Ltd.

The Company has no binding commitments with respect to any such acquisitions and there is no assurance that it will conclude any such acquisitions or, if so, when and on what terms.

Item 9.01

Exhibits

(d)

10.01

Amendment No. 1 to Termination Agreement dated as of July 9, 2008 by and between Trimol Group, Inc. Aluminum Power Inc.

 

 



 

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

 

Yuri Benenson

 

Chief Executive Officer

 

 

Date: July 14, 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-10.01 2 d74548_ex10-01.htm AMENDMENT NO. 1 TO TERMINATION AGREEMENT

 

Amendment 10.01

AMENDMENT NO. 1 TO TERMINATION AGREEMENT

AMENDMENT made as of the 9th day of July, 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 M5R1G4, Canada (“API”).

W I T N E S S E T H :

WHEREAS, Trimol and API are parties to that certain Termination Agreement dated May 30, 2008 (the “Termination Agreement”); and

WHEREAS, Trimol has recently entered into a letter of intent with respect to a proposed acquisition of certain mining properties owned by three different sellers (the “Acquisitions”), all as more particularly described in such letter of intent (the “LOI”); and

WHEREAS, pursuant to the LOI, if the Acquisitions contemplated by the LOI are consummated, Trimol has agreed to issue 21,000,000 shares of its common stock to the sellers in connection therewith; and

WHEREAS, notwithstanding that API caused Royal HTM Group, Ltd. to forgive $400,000 of Trimol’s indebtedness to it, inasmuch as API did not have the financial resources to pay $400,000 to Trimol in consideration of the rights granted to API under the Termination Agreement, API has agreed to convey to Trimol, as a further accommodation in connection with the Termination Agreement, 21,000,000 of the shares of Trimol’s common stock owned by it solely for the purpose of assisting Trimol in meeting its obligations to deliver such shares to the sellers, as aforesaid, upon and subject to the consummation of such Acquisitions; and

WHEREAS, accordingly, API and Trimol have agreed to amend the Termination Agreement, 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.

Reconveyance of Shares.

(a)        API hereby agrees, effective this date, to transfer to Trimol 21,000,000 shares of Trimol’s common stock owned by it (the “API Shares”) in consideration of Trimol’s covenant to use the API Shares solely in connection with its efforts towards completing the Acquisitions which are the subject of the LOI. API acknowledges that Trimol has made no representation or warranty to it that such transactions will be consummated or, if so, when and on what terms.


 


 

 

(b)      Trimol and API hereby agree to assist and cooperate with each other in consummating the transfer of the API Shares, including obtaining requisite legal opinions for Trimol’s transfer agent with respect to same, all of the costs of which to be borne solely by Trimol.

(c)       Notwithstanding any provision of this Amendment to the contrary, in the event that the Acquisitions are not consummated, for any reason, by December 31, 2008, API shall have the right, upon notice to Trimol, to repurchase the API Shares for total consideration of One Thousand Dollars ($1,000) (the “Call Right”). If API exercises the Call Right, Trimol and API hereby agree to assist and cooperate with each other in consummating the Call Right, all of the costs of which to be borne solely by Trimol. The aforementioned Call Right shall be freely assignable by API, upon notice to Trimol.

2.          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.

3.         No Other Amendment; Inconsistencies. Except as set forth above, none of the other terms or provisions of the Termination Agreement are amended hereby and the Termination Agreement shall remain in effect in accordance with the terms thereof. To the extent that there is any inconsistency between the terms hereof and the terms of the Termination Agreement, the terms hereof shall govern and control.

4.         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 each of the signatories hereto.

 

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

 

WITNESS:

TRIMOL GROUP, INC.

 

 

/s/ Rivka Hellenbrand

By:

/s/ Boris Birshtein

 

  Chairman of the Board

 

 

WITNESS:

ALUMINUM POWER, INC.

 

 

/s/ Rivka Hellenbrand

By:   /s/ Jack Braverman

 

    President

 

 



 

 

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