8-K 1 doc1.txt 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 (Date of earliest event reported): DECEMBER 18, 2002 TMI HOLDINGS, INC. (Exact name of registrant as specified in its charter) FLORIDA 000-30011 65-0309540 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) Identification No.) 4463 PAHE'E STREET, SUITE 203-B LIHUE, HI 96766 (Address of principal executive offices) (zip code) (808) 384-4622 (Registrant's telephone number, including area code) 3141 W. HALLANDALE BEACH BOULEVARD HALLANDALE, FL 33009 (Former name or former address, if changed since last report.) ITEM 1. CHANGES IN CONTROL OF REGISTRANT On October 28, 2002, the Company's then-principal shareholder, Marc Douglas, entered into a stock purchase agreement pursuant to which Mr. Douglas agreed to sell, through a series of transactions, all 250,000 shares of the Company's Series A Preferred Stock (the "Preferred Stock") owned by him in exchange for a promissory note to Mr. Douglas in the principal amount of $150,000.00 due 120 days from the closing. The Preferred Stock sold by Mr. Douglas represented 100% of the outstanding Preferred Stock and, after cancellation of the 1,567,167 shares of Common Stock owned by Mr. Douglas and his affiliates as discussed below, represents 56% of the voting control of the Company. The closing for the sale took place upon the satisfaction of all closing conditions on December 18, 2002. In conjunction with the sale of Mr. Douglas' Preferred Stock, the then-current directors of the Company resigned from the Board and William Michael Sessions and John W. Meyers were appointed to the Board. In addition, Mr. Sessions was appointed to serve as the Company's CEO and Secretary and Mr. Meyers was appointed to serve as the Company's COO and Treasurer. In connection with the sale of his Preferred Stock, Mr. Douglas also cancelled 1,567,167 shares of the Company's Common Stock and all options and warrants to acquire the Company's Common Stock owned by him and his affiliates. The Company's new Board of Directors assigned to Mr. Douglas and his affiliates $675,000 of the outstanding principal balance of the $1,175,000 Purchase Note payable to the Company by an entity controlled by Mr. Douglas. In connection with this transaction, the Company entered into a five-year consulting agreement with Mr. Douglas whereby he agreed to provide the Company advice regarding strategies for development and expansion of the Company's business, including with respect to mergers and acquisitions. As compensation for his services under the consulting agreement, the Company will assign the remaining $500,000 balance of the Purchase Note to Mr. Douglas over the five-year term of the consulting agreement. As a result there has been both a change of voting control of the Company and a change in its management, including its Board of Directors. The Company has filed a Schedule 14f-1 with the SEC that describes this transaction and the change in control of the Company, and has mailed a copy of this filing to all of the Company's shareholders in accordance with applicable SEC regulations. Certain non-material changes were made to the terms of the transaction prior to its closing, and documents filed as exhibits to this Current Report on Form 8-K reflect those changes. For further information regarding the sale of the Preferred Stock and change in control of the Company, reference is hereby made to the Schedule 14f-1 and the exhibits hereto. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS Effective December 18, 2002, the Company changed its mailing address to 4463 Pahe'e Street, Suite 203-B, Lihue, HI 96766, telephone number (808) 384-4622. Effective December 18, 2002, William Michael Sessions and John W. Meyers were appointed to the Board of Directors of the Company. In addition, Mr. Sessions was appointed to serve as the Company's CEO and Secretary and Mr. Meyers was appointed to serve as the Company's COO and Treasurer. ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS Not applicable. ITEM 7. FINANCIAL STATEMENTS Not applicable. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. EXHIBITS ITEM NO. DESCRIPTION --------- ----------- 10.1 (1) Stock Purchase Agreement dated as of October 28, 2002 between Marc Douglas and Matthew P. Dwyer 10.2 Letter from Marc Douglas to Matt Dwyer dated December 18, 2002 10.3 Promissory Note of Matthew P. Dwyer in favor of Marc Douglas dated as of November 22, 2002 3 10.4 First Addendum to Promissory Note of Matthew P. Dwyer in favor of Marc Douglas dated December 16, 2002 10.5 Exhibit C, Current Liabilities, to the Stock Purchase Agreement dated as of October 28, 2002 between Marc Douglas and Matthew P. Dwyer 10.6 Stock Pledge Agreement dated as of November 22, 2002 between Matthew P. Dwyer and Marc Douglas 10.7 Escrow Agreement dated as of November 22, 2002 between Matthew P. Dwyer, Marc Douglas, and Broad and Cassell as escrow agent 10.8 Securities Assignment and Cancellation Agreement dated as of November 22, 2002 between TMI Holdings, Inc., Marc Douglas, Douglas Family Holdings, Inc., Douglas Family Limited Partnership, and Thrift Ventures, Inc. 10.9 Consulting Agreement dated as of November 22, 2002 between Marc Douglas and TMI Holdings, Inc. 10.10 Stock Purchase Agreement dated as of November 7, 2002 between Matthew P. Dwyer, John W. Meyers, and William Michael Sessions 10.11 Promissory Note of John W. Meyers and William Michael Sessions in favor of Matthew P. Dwyer dated as of November 22, 2002. 10.12 First Restated Security Agreement dated as of December 16, 2002 between John W. Meyers, William Michael Sessions, and Matthew P. Dwyer (1) Incorporated by reference from our Form 10-QSB dated November 15, 2002 as filed with the Commission on November 18, 2002. 4 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 hereunto duly authorized. Dated: January 8, 2003 TMI Holdings, Inc. /s/ William Michael Sessions ------------------------------- By: William Michael Sessions Its: Chief Executive Officer 5