0001431938-11-000028.txt : 20110607 0001431938-11-000028.hdr.sgml : 20110607 20110607101511 ACCESSION NUMBER: 0001431938-11-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110607 ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20110607 DATE AS OF CHANGE: 20110607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Chocolate Candy Creations, Inc. CENTRAL INDEX KEY: 0001431938 STANDARD INDUSTRIAL CLASSIFICATION: SUGAR & CONFECTIONERY PRODUCTS [2060] IRS NUMBER: 205911117 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53219 FILM NUMBER: 11897366 BUSINESS ADDRESS: STREET 1: 130 SHORE ROAD STREET 2: SUITE 238 CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 516-238-5535 MAIL ADDRESS: STREET 1: 130 SHORE ROAD STREET 2: SUITE 238 CITY: PORT WASHINGTON STATE: NY ZIP: 11050 8-K 1 ccc8k4.htm FORM 8-K ccc8k4.htm
 
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
 
Date of Report (Date of Earliest Event Reported):   June 7, 2011
 

 
Chocolate Candy Creations, Inc.
___________________________
(Exact name of registrant as specified in its charter)

 
Delaware
000-53219
20-5911117
(State or other jurisdiction
of Incorporation)
Commission
File Number
(I.R.S. Employer
Identification No.

 
 
 
 
 
130 Shore Road, Suite 238
Port Washington, New York
 
11050
(Address of principal executive offices)
(zip code)

 
Registrant's telephone number, including area code:    516-238-5535
 
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:

 
|_|  Written  communications  pursuant to Rule 425 under the  Securities Act  (17 CFR 230.425)
 
 
 
 
|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act  (17 CFR 240.14a-12)
 

 
|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the Exchange Act (17 CFR 240.14d-2(b))
 

 
|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the  Exchange Act (17 CFR 240.13e-4(c))
 

 
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Item 3.03  Material  Modification to Rights of Security Holders.
 
On June 7, 2011, Chocolate Candy Creations, Inc. and the holders of over 85% of the Company's  outstanding warrants agreed to amend the common stock warrants as described below.  These amendments apply to all of the outstanding warrants of the Company dated as of November 6, 2006.  The amendment modifies the “Exercise Period” (as defined in the warrants) to provide that they may not be exercised until the seventh anniversary of November 6, 2006 (the date of their issuance) unless prior thereto a “Change in Control” (as defined in the warrants) has occured.  In total, these amendments apply to an aggregate of 969,000 warrants.
 

 
Item 9.01 Financial Statements and Exhibits
 
Exhibit No.
Description
      4.1
Form of Third Amendment to Common Stock Warrant

 

 
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.
 

 
 
 
 
June 7, 2011
CHOCOLATE CANDY CREATIONS, INC.
 
      BY:    /s/ Alyssa Cohen
Name:          Alyssa Cohen
Title:             President


 

 

 

 

 

 
Page 2 of 2 pages
 EX-4.1 2 cccexh-41.htm THIRD AMENDMENT TO COMMON STOCK WARRANT cccexh-41.htm
 
 
EXHIBIT 4.1

 
THIRD AMENDMENT TO COMMON STOCK WARRANT
 

 
This THIRD AMENDMENT TO COMMON STOCK WARRANT  ("Third Amendment") is made and entered into as of the 7th day of June,  2011, by and between  CHOCOLATE CANDY CREATIONS, INC., a Delaware corporation ("CCC") and _____________________ ("Holder").


WITNESSETH:

      WHEREAS, CCC had delivered to Holder that certain Common Stock Warrant of CCC dated as of November 6, 2006 as amended on August 24, 2009 and June 8, 2010 (the "Warrant");

      WHEREAS, the parties have agreed to further amend the Warrant as provided below.

      NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, CCC and Holder agree as follows:

TERMS

1.   Defined Terms.  Capitalized but undefined terms herein shall have the meanings given to them in the Warrant.

2.   Amendment to Warrant.  The title and first paragraph of the Warrant is amended and restated as follows:
 
 
WARRANT TO PURCHASE COMMON STOCK
OF
CHOCOLATE CANDY CREATIONS, INC.

     No. ___ This is to Certify that  ___________ or  assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Chocolate Candy Creations, Inc., a Delaware Corporation (the "Company") ________ shares of fully paid, validly issued and nonassessable shares of common stock of the Company ("Common Stock") at a price of $0.05 per share at any time or from time to time during the period from November 6, 2006 until November 6, 2016 (the "Exercise Period"), subject to adjustment as set forth herein; provided however that this Warrant may not be exercised  until the seventh anniversary of the date hereof unless prior thereto a "Change in Control" (as hereafter  defined) of the Company has  occurred in which event this Warrant may be  exercised at any time after seventy (70) days following such "Change in Control" until the expiration of the Exercise Period. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth.  The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exercise Price".
 
 
Page 1 of 2 pages
 
 
 
 
 

 
3.   Reaffirmation.  CCC hereby  reaffirms all covenants,  representations,  and  warranties made by it, and all obligations owed by it, pursuant to the Warrant (to the extent the same is not amended  herein) and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the date this Third Amendment becomes effective (unless a representation  and warranty is stated to be given on and as of a specific date, in which case such representation and warranty shall be true, correct, and complete as of such date, except to the extent, if any, amended hereby).  CCC and the Holder acknowledge that the holders of at least 66 2/3 of the Warrants dated November 6, 2006, as amended, have consented to this Third Amendment.

4.   Reference to and Effect on the Warrant. Except as specifically amended to or agreed to herein, the Warrant shall remain in full force and effect and is hereby ratified and confirmed.

5.   Execution in Counterparts.  This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same document.  Delivery of an executed counterpart of the Third Amendment by facsimile shall have the same effect as delivery of a manually executed counterpart of this Third Amendment.

6.   Headings.  Section headings in this Third Amendment are included herein for the convenience of reference only and shall not constitute a part of this Third Amendment for any other purpose.


      IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly executed by their respective authorized officers as of the day and year first above written.


CHOCOLATE  CANDY CREATIONS, INC.


    By:  ___________________________________
Name:   Alyssa Cohen
  Title:    President



WARRANT HOLDER:

[NAME]

                                   By:_____________________________________


 
 
 
 
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