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 OF 1934
Date of Report (Date of Earliest Event Reported): October 15, 2014
A.C. SIMMONDS AND SONS INC.
(Exact Name of Registrant as Specified in its Charter)
| NEVADA | 001-35802 | 45-5512933 |
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation) | File Number) | Identification Number) |
3565 King Rd., King City, Ontario, Canada
L7B 1M3
(Address of principal executive offices)
(905) 833-9845
(Registrant’s telephone number, including area code)
N/A
(Former name or 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 the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 1.01: | Entry into a Material Definitive Agreement. |
On October 15, 2014, A.C. Simmonds and Sons Inc. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with BioSec Enviro Inc. (“BioSec Enviro”) and KKMAC Holdings Inc., corporations incorporated under the laws of Ontario, to purchase all of the issued and outstanding shares of BioSec Enviro.
The Company agreed to acquire all of the outstanding shares of BioSec Enviro in consideration for a total of Two Hundred and Fifty Thousand (250,000) shares of the Company’s Series A-5 6% 2014 Convertible Redeemable Preferred Stock, par value $.001 per share (the “Series A-5 6% Preferred Stock”). The Series A-5 6% Preferred Stock has a stated value of $10.00 per share and is convertible into the Company’s Common Stock at a conversion value of $10.00 per share. The Series A-5 6% Preferred Stock has a 6% dividend paid annually in arrears on a non-cumulative basis.
The Purchase Agreement also provides that the Company shall enter into employment agreements with certain key employees of BioSec Enviro, pursuant to terms that are customary in the industry.
| Item 2.01: | Completion of Acquisition or Disposition of Assets. |
Acquisition of BioSec Enviro
On October 15, 2014, the Company completed the acquisition of BioSec Enviro, pursuant to the terms and conditions of the Purchase
Agreement, as described in Item 1.01 above and incorporated into this Item 2.01 by reference thereto. BioSec Enviro is a wastewater
processing solutions provider with over 30 years of innovation in meeting the challenges involved in the handling and treatment
of biological wastewater for municipal facilities around the world. BioSec Enviro has worked on more than 200 installations and
more than 25 truck-loading systems of up to 60,000 cubic feet of storage capacity. BioSec Enviro delivers superior equipment design,
integration and installation for municipal wastewater sites across North America and around the globe.
BioSec Enviro has a full line of conveyance and storage systems including shafted and shaftless conveyors, bins, silos and hoppers for sludge collection and storage, live bottoms, slide gates, sliding frames and rotary bin discharge units.
| Item 3.02: | Unregistered Sales of Equity Securities. |
Reference is made to the disclosures set forth under Items 1.01 and 2.01 of this Current Report on Form 8-K, which disclosures are incorporated herein by reference. The shares of Series A-5 6% Preferred Stock disclosed in Item 1.01 above were sold by the Company in reliance upon the exemption from securities registration provided by Regulation S promulgated under the U.S. Securities Act of 1933, as amended.
| Item 8.01: | Other Events. |
Press Release
On October 16, 2014, the Company issued a press release. A copy of such press release is attached hereto as Exhibit 99.1.
| Item 9.01: | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The Company will file the financial statements of the newly acquired business by amendment to this Report within 71 calendar days after the date this Report is due, as permitted by Instruction (a)(4) to Item 9.01 of Form 8-K.
| (b) | Pro Forma Financial Information. |
The Company will file pro forma financial information regarding the newly acquired business by amendment to this Report within 71 calendar days after the date this Report is due, as permitted by Instruction (a)(4) to Item 9.01 of Form 8-K.
| (d) | Exhibit List |
| Exhibit | Description | |
| 99.1 | Press release, dated October 16, 2014 |
# # #
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| A.C. SIMMONDS AND SONS INC. | |||
| Dated: October 21, 2014 | By: | /s/ Jon Szczur | |
| Name: Jon Szczur | |||
| Title: Chief Financial Officer | |||
A.C. SIMMONDS AND SONS INC. 8-K
Exhibit 99.1
A.C. Simmonds and Sons (ACSX) Acquires 100% of BioSec Enviro
TORONTO, ONTARIO -- (Marketwired) -- 10/16/14 -- John G. Simmonds, Chairman and CEO of A. C. Simmonds and Sons Inc., (the "Company") (OTCQB: ACSX) is pleased to announce the closing of the acquisition of 100% of the shares of BioSec Enviro Inc.
"I am delighted to welcome this 21st century environmental solution for municipalities to the ACSX family," said John Simmonds. "BioSec Enviro manages biological wastewater and biosolids for municipal handling and treatment facilities around the world. This acquisition greatly enhances our value proposition and complements other offerings from ACSX's Vertility Group of Companies, which provide state-of-the-art, end-to-end sustainable solutions in the business of environmental waste and waste to energy."
For more information about BioSec Enviro visit www.biosecenviro.ca.
BioSec Enviro is a wastewater processing solutions provider with over 30 years of innovation in meeting the challenges involved in the handling and treatment of biological wastewater for municipal facilities around the world. BioSec Enviro has worked on more than 200 installations and more than 25 truck-loading systems of up to 60,000 cubic feet of storage capacity. BioSec Enviro delivers superior equipment design, integration and installation for municipal wastewater sites across North America and around the globe.
BioSec Enviro has a full line of conveyance and storage systems including shafted and shaftless conveyors, bins, silos and hoppers for sludge collection and storage, live bottoms, slide gates, sliding frames and rotary bin discharge units.
Advancements in wastewater and biosolids treatment technologies, pollution prevention programs and population growth, have resulted in increased volumes of higher quality biosolids. New methods of dewatered biosolids transportation and storage are required to meet these advancements and BioSec Enviro remains at the forefront for equipment and systems design and manufacture.
About A. C. Simmonds and Sons
A.C. Simmonds and Sons, with lineage through its management team to 96 years of business experience, is a Canadian based company with interests across North America and a growing international presence. The Company is focused on acquiring profitable businesses for expansion and development in seven growth sectors: international food, oil and gas, mold remediation, waste management, renewable energy, leisure and the entertainment industry. John G. Simmonds, the Company's Chairman and CEO, co-founded the largest Canadian golf course operation and has successfully established and grown companies and built effective teams. Mr. Simmonds has served as chairman and member of the board of directors of several public companies.
For more information about the Company, please visit www.acsimmondsandsons.com.
Forward-looking Statements
This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. The Company cannot provide assurances that the matters described in this press release will be successfully completed or that the Company will realize the anticipated benefits of any plans. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those detailed from time to time in the Company's SEC filings. The Company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the Company's business, please refer to the risks and uncertainties detailed from time to time in the Company's SEC filings.
Contact:
A. C. Simmonds and Sons Inc.
Don Fenton
Director of Communications
416-434-3681
dfenton@acsimmondsandsons.com
www.acsimmondsandsons.com