0001557240-12-000016.txt : 20121003 0001557240-12-000016.hdr.sgml : 20121003 20121003172119 ACCESSION NUMBER: 0001557240-12-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120928 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121003 DATE AS OF CHANGE: 20121003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR SYSTEM RECYCLING, INC. CENTRAL INDEX KEY: 0001514888 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 274673791 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-174155 FILM NUMBER: 121127578 BUSINESS ADDRESS: STREET 1: 73 RAYMAR PLACE CITY: OAKVILLE STATE: A6 ZIP: L6J 6M1 BUSINESS PHONE: 905-302-3843 MAIL ADDRESS: STREET 1: 73 RAYMAR PLACE CITY: OAKVILLE STATE: A6 ZIP: L6J 6M1 8-K 1 clsr8k-event_termination.htm FORM 8-K clsr8k-event_termination.htm - Generated by SEC Publisher for SEC Filing

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 1934

Date of Report (date of earliest event reported): September 28, 2012

CLEAR SYSTEM RECYCLING, INC.
(Exact name of registrant as specified in charter)

Nevada 333-174155 27-4673791

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

73 Raymar Place, Oakville Ontario L6J 6MI
(Address of principal executive offices)

416-800-6679
(Registrant's telephone number, including area code)

___________________________________
(Former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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))

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On August 23, 2012, Clear Systems Recycling, Inc. (“CSR”) the Company entered into an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Masterpiece Investment Corp. (“MIC”). See Item 1.01 of Form 8-K “Entry into a Material Definitive Agreement” filed with the Securities and Exchange Commission on August 30, 2012. On September 28, 2012, CSR and MIC agreed to terminate the Agreement with each party bearing their own cost and expenses and without any penalties. There were no material relationships between CSR or its affiliates and MIC other than in respect of the Agreement. The parties mutually agreed that the termination was in each company’s best interest.

Item 7.01 Regulation FD Disclosure

Clear System Recycling and Masterpiece Investments Corp. agree to terminate Merger and Reorganization Agreement. On October 2, 2012, the Registrant released the press release filed herewith as Exhibit 10.1

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description

10.1 Press Release dated October 2, 2012

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.

CLEAR SYSTEM RECYCLING, INC.

October 3, 2012 By: /s/John Carter

Name: John Carter

Title: President

EX-10.1 2 ex10-press_release.htm PRESS RELEASE ex10-press_release.htm - Generated by SEC Publisher for SEC Filing

CLEAR SYSTEM RECYCLING, INC.

For Immediate Release

Clear System Contact: John Carter

President

905-302-3843

cartera@sympatico.ca

Clear System Recycling and Masterpiece Investments Corp. Agree to Terminate Merger and Reorganization Agreement

OAKVILLE, Ontario, October 2, 2012 — Clear System Recycling, Inc. (OTCBB: CLSR) (the “Company”) and Masterpiece Investments Corp. (“Masterpiece”) have agreed to Terminate the Agreement and Plan of Merger and Reorganization (the “Agreement”) as announced on August 23, 2012. Clear System and Masterpiece agreed to terminate the Agreement with each party bearing their own cost and expenses and without any penalties. There were no material relationships between the Company or its affiliates and Masterpiece other than in respect of the Agreement.

Clear System will work towards finalizing the transaction with CI Holdings, Inc. as announced on September 20, 2012.

Safe Harbor

Except for historical information, the matters set forth herein, which are forward-looking statements, involve certain risks and uncertainties that could cause actual results to differ. Forward looking statements, include management’s ability to negotiate a definitive agreement and finalize the transaction with CI Holdings, Inc. Potential risks and uncertainties include, but are not limited to, the competitive environment within the fine art marketplace, the extent and cost effectiveness with which Clear System is able to implement the merger, obtaining regulatory approval, financing, and the market acceptance and successful technical and economic implementation of Clear System's intended plan. Additional discussion of these and other risk factors affecting the Company's business and prospects is contained in the company's periodic filings with the SEC.