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): April 3, 2015
Axiom Corp.
(Exact name of registrant as specified in its charter)
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Colorado |
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333-186078 |
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N/A |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification Number) |
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380 Vansickle Rd. Unit 600
St. Catherines, ON
Canada L2S 0B5
Tel. 905-646-8781
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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 1.01 Entry into a Material Definitive Agreement
On June 6, 2014, Axiom Corp., a Colorado corporation (the “Corporation”). through the Company’s wholly owned subsidiary, PaperNuts Corporation, entered into a letter agreement (the “Agreement”) with Delta Paper Corporation, a Pennsylvania corporation, (“Delta”), whereby PaperNuts Corporation purchased from Delta a patent for the product known as “PaperNuts”, the registered trademark name “PaperNuts”, and the website with domain name “PaperNuts”. Subject to the Agreement, PaperNuts is required to pay Delta Paper a royalty payment of 2% of the sales of “PaperNuts” products, up to a maximum of $100,000.
On April 3, 2015, the Corporation and Delta entered into a “Trademark Assignment” agreement whereby Delta granted the Corporation all rights, titles and interests for the trademark” “PAPERNUTS”., Registration No. 3,1760,006. Also, on April 3, 2015, the Corporation entered into an “Intellectual Property Security Agreement” with Delta in which the Corporation granted a security interest on the above referenced patent, trademark name and website domain name to Delta until the payment of $100,000 is fully satisfied.
The above description of the “Intellectual Property Security Agreement” and the “Trademark Assignment” is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Intellectual Property Security Agreement and the Trademark Assignment, this reference is made to such agreements, which are filed hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by this reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit Number |
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Description |
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10.1 |
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Intellectual Property Security Agreement, dated April 3, 2015 |
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10.2 |
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Trademark Assignment, dated April 3, 2015 |
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99.1 |
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Press release dated April 7, 2015 |
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 thereunto duly authorized.
Axiom Corp.
Dated: April 8, 2015 /s/ Tyler Pearson
By: Tyler Pearson
Its: Chief Executive Officer
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Exhibit 10.1
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This Intellectual Property Security Agreement ("Agreement"), dated as of April 3, 2015, is made and entered into by and between Axiom Corp, a Colorado corporation, (“Grantor”) and Delta Paper, Inc., a Pennsylvania corporation ("Secured Party").
WHEREAS, Grantor, through its wholly-owned subsidiary, PaperNuts Corporation,, an Ontario corporation, and Secured Party entered into a certain letter agreement dated June 6, 2014 (the “Underlying Agreement”) in which Secured Party sold Grantor a certain Patent for a product known as “PaperNuts,” (See Schedule “A”) the registered trademark “PaperNuts™” (See Schedule “B”) and the website with the domain name “PaperNuts (See Schedule “C”) (collectively, the “Intellectual Property”).
WHEREAS, as a condition to such sale, and under the terms of the Underlying Agreement, Grantor has granted Secured Party a lien on the Intellectual Property as security for Grantor’s payment obligations whereby, pursuant to the Underlying Agreement, Grantor will pay 2% royalty on all sales of PaperNuts products until the total royalty payment reaches $100,000 (US$), at which time this Agreement shall terminate, and all obligations from Grantor to Security Holder shall be satisfied.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, hereby agree as follows:
1. Grant of Security Interest. Grantor hereby pledges and grants to Secured Party a lien upon and a security interest in and to all of the right, title and interest of Grantor in, to and under the following, wherever located, and whether now existing or hereafter arising or acquired from time to time (the "IP Collateral"): :
(a) the PaperNuts patent set forth in Schedule “A” hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations thereof and amendments thereto (the "Patents")
(b) the trademark registration for PaperNuts™ set forth in Schedule “B” hereto, together with the goodwill connected with the use of and symbolized thereby and all extensions and renewals thereof (the "Trademarks");
(c) the PpaperNuts™ website set forth in Schedule “C” hereto (the “Website”)
(d) all rights of any kind whatsoever of Grantor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world, including without limitation all domain names;
(e) any and all royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and
(f) any and all claims and causes of action, with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages.
2. Termination. Upon payment and performance in full of all obligations under the Underlying Agreement, the security interests created by this Agreement shall terminate and Secured Party shall promptly execute and deliver to Grantor such documents and instruments reasonably requested by Grantor as shall be necessary to evidence termination of all such security interests given by Grantor to Secured Party hereunder, including cancellation of this Agreement by written notice from Secured Party.
3. UCC and PPSA. This Security Agreement is intended to constitute a security interest under the Uniform Commercial Code in effect in the State of New Jersey, United States and under the Personal Property Security Act in effect in Ontario Province, Canada.
4. Recordation. Grantor authorizes the Commissioner for Patents and Trademarks, the Registrar in Ontario, Canada the Secretary of State in the State of Colorado and any other government officials to record and register this Security Agreement, or any appropriate form, upon request by the Secured Party.
5. Execution in Counterparts. This Security Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Security Agreement by facsimile or in electronic (i.e., "pdf" or "tif" format) shall be effective as delivery of a manually executed counterpart of this Security Agreement.
6. Successors and Assigns. This Security Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns.
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7. Amendment; Conflict. This Agreement is subject to modification only by a writing signed by the parties, except as provided herein. To the extent that any provision of this Agreement conflicts with any provision of the Underlying Agreement, the provision under this Agreement shall control.
8. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and sent by United States mail, registered or certified mail, postage prepaid, return receipt requested, or reputable overnight courier or electronic mail, with conformation of delivery, and shall be deemed to have been given upon the date of delivery (or refusal to accept delivery) as indicated on the return receipt, or, in the case of overnight courier, on the guaranteed date of delivery, or in the case of electronic mail, on the date of delivery if delivered during normal business hours (Mon-Fri, 9:00am-5:00pm local time of the recipient), or the next business day mail if mailed after business hours.
9. Governing Law. This Security Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
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Axiom Corp.
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By: /s/ Tyler Pearson Name: Tyler Pearson Title: CEO
Address for Notices:
380 Vansickle Road, Unit 600, St. Catharines, Ontario, Canada L2S 0B5 |
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Email: |
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Delta Paper, Inc.
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By: Jeff Bergman Name: Jeff Bregman Title: President
Address for Notices:
8295 National Hwy Pennsauken Township, NJ Email: jbregman@deltapaper.com
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SCHEDULE A
PATENT
US Patent No. 5,698,293 SCHEDULE B
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TRADEMARK
PAPERNUTS Reg. No. 3,170,006
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SCHEDULE C
WEBSITE DOMAIN NAME
www.papernuts.com
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Exhibit 10.2
TRADEMARK ASSIGNMENT
This Trademark Assignment (the “Assignment”) effective as of the 3rd day of April, 2015, is between Delta Paper Corporation, a Pennsylvania corporation having an address of 8295 National Highway in Pennsauken, NJ 08110 U.S.A. (“Assignor”), and Axiom Corp, a Colorado corporation having an address of 380 Vansickle Road, Unit 600, St. Catharines, Ontario, Canada L2S 0B5 (“Assignee”),
WHEREAS, Assignor owns and is using the following trademark in connection with the goods identified in the registration (“the Mark”):
PAPERNUTS Reg. No. 3,170,006
WHEREAS, through its wholly-owned subsidiary, PaperNuts Corporation, an Ontario corporation, Assignee desires to acquire the Mark and the registration associated with the Mark, and the attendant goodwill;
DELTA PAPER CORPORATION
Signature: /s/ Jeff Bergman
Name: Jeff Bergman
Title: President & COO
AXIOM CORP.
Signature: /s/ Tyler Pearson
Name: Tyler Pearson
Title: CEO
Exhibit 99.1
PaperNuts Corporation Completes Trademark and IP Agreements with Deltapaper
St. Catharines, Ontario, Canada – April 7, 2015 - Axiom Corp. (PINKSHEETS: AXMM) (“Axiom” or the “Company”) is pleased to announce that PaperNuts Corporation, a majority owned subsidiary of the Company, has completed the acquisition of all PaperNuts related rights, trademarks, and intellectual property from Deltapaper.
“We are very pleased to have concluded the agreement we made with Deltapaper last June to acquire all rights to sell PaperNuts in the USA and Canada, and permanent use and ownership of the PaperNuts name, web domains, trademark, and patents,” stated Tyler Pearson, PaperNuts CEO. “With unified control and ownership of the latest PaperNuts intellectual property and trademarks, our organization can now accelerate the development of a dynamic national PaperNuts sales network and build the PaperNuts brand to its full potential.”
Jeff Bregman, President of Deltapaper, added, “The completion of the sale of our rights to PaperNuts will allow Deltapaper to focus on other strategic initiatives and opportunities that are currently under development. We are confident that the PaperNuts Corporation and Axiom team will continue the growth and development of the PaperNuts product line and establish PaperNuts as a leading brand name for environmentally friendly alternatives within the global void fill and protective packaging marketplace.”
Pearson concluded, “PaperNuts and Deltapaper have enjoyed a long and mutually beneficial relationship, and while this transaction is strategically important for both organizations, we see this as a new chapter in our partnership that will provide significant opportunities to both companies as we move forward.”
Axiom Corp. files reports with the Securities and Exchange Commission. The Company’s filings can be viewed at www.sec.gov. Further updates regarding new product introductions, distribution channels, and other PaperNuts business will be made as additional information becomes available.
About Deltapaper
Founded in 1972 and headquartered in Pennsauken, NJ, Deltapaper Corporation is one of the largest convertors and manufacturers of industrial, food service, and supermarket packaging papers in North America. The company sells its products through a network of distributors, resellers, and wholesalers in North America.
About Axiom Corp.
Axiom Corp., operating through its majority owned subsidiary (95.6%), PaperNuts Corporation, is a global focused developer and marketer of innovative and environmentally friendly packaging solutions. PaperNuts Corporation owns proprietary technology and intellectual property originally developed in Finland that provides an environmentally friendly alternative to traditional protective packaging options that are often very harmful to the environment. PaperNuts delivers a loose-fill packaging solution that competes directly with polystyrene foam plastic “peanut” fillers, bubble wrap, air pillows, crumpled paper, foam-in-place, and corn starch peanut products.
PaperNuts are a cost-effective green alternative to competitive fillers, made from 100% recycled paper that was destined for landfill, and are both biodegradable and fully recyclable after use. PaperNuts also provide superior product protection, are clean and easy to handle, non-polluting, and low in particulates. The “PaperNuts Converter” machine used to create PaperNuts requires only 10 sq. ft. of floor space to operate and gives small, medium, and large scale businesses the capability to produce on-demand on-site packaging that reduces the shipping and storage costs associated with competitive products.
For additional information regarding Axiom Corp. and PaperNuts Corporation, visit www.axiompaper.com.
Investor/Media Contact:
Axiom Corp. / PaperNuts Corporation - Investor Relations
Toll-Free: (888) 694-1999
E-mail: investors@papernuts.ca
Website: www.axiompaper.com
Disclaimer/Safe Harbor: This Axiom Corp. / PaperNuts Corporation news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company's current views with respect to future events that involve risks and uncertainties. Among others, these risks include failure to meet schedule or performance requirements of the Company's contracts, the Company’s ability to raise sufficient development and working capital, the Company's liquidity position, the Company's ability to obtain new contracts, the emergence of competitors with greater financial resources and the impact of competitive pricing. In the light of these uncertainties, the forward-looking events referred to in this release might not occur as planned or at all.
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