0001102624-15-000976.txt : 20150619 0001102624-15-000976.hdr.sgml : 20150619 20150619060113 ACCESSION NUMBER: 0001102624-15-000976 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150619 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150619 DATE AS OF CHANGE: 20150619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURE CYCLE CORP CENTRAL INDEX KEY: 0000276720 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 840705083 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08814 FILM NUMBER: 15941333 BUSINESS ADDRESS: STREET 1: 1490 LAFAYETTE STREET STREET 2: SUITE 203 CITY: DENVER STATE: CO ZIP: 80218 BUSINESS PHONE: 3032923456 MAIL ADDRESS: STREET 1: 1490 LAFAYETTE STREET STREET 2: SUITE 203 CITY: DENVER STATE: CO ZIP: 80218 8-K 1 purecycle8k.htm PURE CYCLE 8-K purecycle8k.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 of 1934

Date of Report (Date of earliest event reported):  June 18, 2015


PURE CYCLE CORPORATION
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of incorporation)

0-8814
  
84-0705083
(Commission File Number)
  
(IRS Employer Identification No.)

34501 East Quincy Avenue
Building 34, Box 10, Watkins, Colorado                                                                              80137
(Address of principal executive offices)                                                                           (Zip Code)

Registrant’s telephone, including area code                                                                                (303) 292-3456 

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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 

 
Item 1.01
Entry into a Material Definitive Agreement.
 
Amendments to the Purchase and Sale Agreement
 
On June 18, 2015, Pure Cycle Corporation, a Colorado corporation (“Pure Cycle”), PCY Holdings, LLC, a Colorado limited liability company wholly owned by Pure Cycle (together with Pure Cycle, the “Company”), and Arkansas River Farms, LLC, a newly formed Colorado limited liability company (“Arkansas River Farms”), an affiliate of C&A Companies, Inc., a Colorado corporation, and Resource Land Holdings, LLC, a Colorado limited liability company, entered into the Third Amendment (the “Third Amendment”) to that certain Purchase and Sale Agreement (“Agreement”), dated as of March 11, 2015, as referenced in the Company’s Current Report on Form 8-K filed on March 17, 2015 with the Securities and Exchange Commission.
 
The following changes to the Agreement were made pursuant to the Third Amendment:
 
 
·
The due diligence period was extended 14 days (expiring on July 2, 2015);
 
The foregoing descriptions of the Third Amendment to the Purchase and Sale Agreement are qualified in their entirety by the terms of the amendments, copies of which are attached hereto as Exhibit 10.1
 
Item 9.01
Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit
No.
  
Description
 
Third Amendment to Purchase and Sale Agreement among Pure Cycle Corporation, PCY Holdings, LLC and Arkansas River Farms, LLC, dated as of June 18, 2015.

 
 
 
 
 
 
 
SIGNATURE
 
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.
 
Date: June 18, 2015
 
PURE CYCLE CORPORATION
 

 
By:    /s/ Mark W. Harding
Mark W. Harding
President and Chief Financial Officer

 
 
 
 
 
 
 
 

 
EXHIBIT INDEX

Exhibit
No.
  
Description
 
Third Amendment to Purchase and Sale Agreement among Pure Cycle Corporation, PCY Holdings, LLC and Arkansas River Farms, LLC, dated as of June 18, 2015.



EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 exhibit10_1.htm
Exhibit 10.1
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated June 18, 2015 (the “Effective Date”) is entered into by and between PURE CYCLE CORPORATION, a Colorado corporation (“Pure Cycle”), and PCY HOLDINGS, LLC, a Colorado limited liability corporation (“PCY,” and together with Pure Cycle, jointly and severally, “Seller”), and ARKANSAS RIVER FARMS, LLC, a Colorado limited liability company (“Buyer”).

RECITALS

A.
Buyer and Seller entered into that certain Purchase and Sale Agreement dated March 11, 2015, as amended by the First Amendment to Purchase and Sale Agreement dated March 31, 2015 and the Second Amendment to Purchase and Sale Agreement dated May 18, 2015 (as amended, the “Agreement”) for the purchase and sale of real property and improvements located in the counties of Bent, Otero, and Prowers, State of Colorado, as more particularly described in the Agreement.

B.
Buyer and Seller desire to amend the Agreement on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree to amend the Agreement as follows:

AGREEMENT

1.
Defined Terms.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

2.
Due Diligence Period.  Section 5(a) of the Agreement is hereby amended to provided that the Due Diligence Period will expire on July 2, 2015.
 
3.
Counterparts; Signatures.  This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of such counterparts shall together constitute but one and the same instrument.  Executed copies hereof may be delivered by facsimile or email of a PDF document, and, upon receipt, shall be deemed originals and binding upon the parties hereto.   Signature pages may be detached and reattached to physically form one document.
 
4.
Successors and Assigns.  This Amendment shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors and permitted assigns of the respective parties hereto.

5.
Applicable Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.

6.
Effectiveness.   Buyer and Seller agree that the notice of termination of the Agreement dated June 18, 2015 delivered on behalf of Buyer to Seller is hereby revoked, and shall be of no force and effect.  Except as modified by this Amendment, the parties acknowledge and agree that the Agreement is in full force and effect in accordance with its terms.
 
[Signatures Appear on Following Pages]

 
 
 
 
 
 
 

 
IN WITNESS WHEREOF, Buyer and Seller hereby execute this Amendment as of the Effective Date.


BUYER:

ARKANSAS RIVER FARMS, LLC

By: /s/ Aaron Patch                                                                
Name:                      Aaron Patch                                                                
Title:           Authorized Representative                                                      
 
 
 
 
 
 
 

 
SELLER:

PURE CYCLE CORPORATION,
a Colorado Corporation

By: /s/ Mark Harding                                                                           
        Mark W. Harding, President


PCY HOLDINGS, LLC,
a Colorado limited liability company

By: Pure Cycle Corporation, its sole member

By: /s/ Mark Harding                                                                           
        Mark W. Harding, President