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 17, 2014 |
| EACO Corporation |
| (Exact name of registrant as specified in its charter) |
| Florida | 000-14311 | 59-2597349 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1500 N. Lakeview Avenue, Anaheim, California | 92807 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (714) 876-2490 |
| 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 (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 2.01 | Completion of Acquisition or Disposition of Assets. |
On June 17, 2014, EACO Corporation (the “Company”) completed the sale of the Company’s real property located in Sylmar, California, consisting of two commercial buildings on parcels of land, for the purchase price of $3,675,000 for the property commonly known as 12458 Gladstone Avenue, Sylmar, California and $5,450,000 for the property commonly known as 12460 Gladstone Avenue, Sylmar, California. The sale of the properties were consummated pursuant to agreements with Selective Real Estate Investments (“Buyer”) effective March 27, 2014, as amended by the First Amendments to such agreements effective May 27, 2014, which assigned the Buyer’s interest under such agreements to 12458 Gladstone Land, LLC and to Selective 12460 Gladstone, LLC.
The foregoing description of the agreements is qualified in its entirety by reference to the full text of such agreements, as amended, a copy of which is attached hereto as Exhibits 2.1-2.3.
| Item 9.01 | Financial Statements and Exhibits. |
| (b) | Pro forma financial information. |
The Company is a smaller reporting company. As a result, pursuant to Rule 8-05 of Regulation S-X, no pro forma financial information related to the sale transaction described in Item 2.01 is presented.
| (d) | Exhibits. |
| Exhibit No. | Description |
| 2.1 | Agreements effective March 27, 2014 by and between EACO Corporation and Selective Real Estate Investments for the sale and purchase of EACO’s real properties in Sylmar, CA (Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2014 is incorporated herein by reference.) |
| 2.2 | First Amendment to Standard Offer, Agreement and Escrow Instructions effective May 27, 2014 by and between EACO Corporation, Brisa, Inc., dba Selective Real Estate Investments, and 12458 Gladstone Land, LLC |
| 2.3 | First Amendment to Standard Offer, Agreement and Escrow Instructions effective May 27, 2014 by and between EACO Corporation, Brisa, Inc., dba Selective Real Estate Investments, and Selective 12460 Gladstone, LLC |
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.
| Dated: June 23, 2014 | EACO CORPORATION | ||
| By: | /S/ MICHAEL NARIKAWA | ||
| Michael Narikawa, Controller | |||
exhibit Index
| Exhibit No. | Description |
| 2.1 | Agreements effective March 27, 2014 by and between EACO Corporation and Selective Real Estate Investments for the sale and purchase of EACO’s real properties in Sylmar, CA (Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2014 is incorporated herein by reference.) |
| 2.2 | First Amendment to Standard Offer, Agreement and Escrow Instructions effective May 27, 2014 by and between EACO Corporation, Brisa, Inc., dba Selective Real Estate Investments, and 12458 Gladstone Land, LLC |
| 2.3 | First Amendment to Standard Offer, Agreement and Escrow Instructions effective May 27, 2014 by and between EACO Corporation, Brisa, Inc., dba Selective Real Estate Investments, and Selective 12460 Gladstone, LLC |
Exhibit 2.2
FIRST AMENDMENT
THIS FIRST AMENDMENT TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS (this “FIRST AMENDMENT”) is attached to and made a part of that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated March 26, 2014 (“Agreement”) regarding that certain real property commonly known as 12458 Gladstone Avenue, Sylmar, CA 91342. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the Agreement and this Addendum, this Addendum shall control.
| 1. | Buyer: Brisa, Inc. hereby assigns its interest as Buyer to 12458 Gladstone Land, LLC, a California limited liability company. This First Amendment shall authorize Escrow to prepare any additional documents necessary to complete the assignment from Brisa, Inc. to 12458 Gladstone Land, LLC. | |
| 2. | Closing: Agreement Paragraph 1.1 timeframe shall be modified from 35 days to 20 days. | |
| 3. | Seller authorizes Buyer to negotiate with Trenchplate as it relates to roof leaking items Trenchplate has raised as concerns (the “Trenchplate Condition”); provided, however, no agreement between Buyer and Trenchplate shall be binding on Seller in the event the closing under the Agreement does not occur for any reason and any agreement between Buyer and Trenchplate shall be subject to the Close of Escrow. Notwithstanding anything contrary specified in the Agreement, the parties hereto acknowledge and agree that the due diligence period shall be extended until thirty (30) days following the date of mutual execution and delivery of this Amendment to enable Buyer to negotiate with Trenchplate. With the exception of the Trenchplate Condition which both parties hereto acknowledge and agree has not been satisfied as of the date hereof, Buyer hereby acknowledges and agrees that Buyer is satisfied with the status of title to the Property and the physical condition of the Property. | |
| 4. | The Agreement and this First Amendment to the Agreement shall constitute the full Agreement between the Buyer and Seller. Subject to the provisions of this First Amendment, all other terms, covenants, conditions and warranties contained in the Agreement shall continue to remain unchanged and in full force and effect and are hereby ratified and confirmed. This First Amendment may be separately and independently executed by the parties hereto in identical counterparts, and such counterparts, collectively, shall constitute one and the same First Amendment. The parties may execute this First Amendment by facsimile or electronic signature, and facsimile and electronic signatures shall be binding the same as original signatures hereto. This First Amendment shall be governed and construed in accordance with laws of the State of California. |
[signatures appear on following page]
IN WITNESS WHEREOF, this First Amendment has been executed by each party as of the day and year first written above.
| SELLER: | ASSIGNOR: | |||||
| EACO Corporation, a Florida Corporation | Brisa Inc., dba Selective Real Estate Investments | |||||
| By: | /s/ Glen Ceiley | By | /s/ Brian A. Fagan | |||
| Glen Ceiley, President | Brian A. Fagan, President | |||||
| Date: | 5/22/14 | Date: | 5/27/14 | |||
| ASSIGNEE: | ||||||
| 12458 Gladstone, LLC a California limited liability company, | ||||||
| By: Selective Manager, LLC, a California limited liability company, its Manager | ||||||
| By: Brisa, Inc., dba Selective Real Estate Investments | ||||||
| By | /s/ Brian A. Fagan | |||||
| Brian A. Fagan, President | ||||||
| Date: | 5/27/14 | |||||
Exhibit 2.3
FIRST AMENDMENT
THIS FIRST AMENDMENT TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS (this “FIRST AMENDMENT”) is attached to and made a part of that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated March 26, 2014 (“Agreement”) regarding that certain real property commonly known as 12460 Gladstone Avenue, Sylmar, CA 91342. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. In the event of any conflict between the Agreement and this Addendum, this Addendum shall control.
| 1. | Purchase Price: The Purchase Price shall be Five Million Four Hundred Thousand Dollars ($5,450,000.00). |
| 2. | Buyer: Brisa, Inc. hereby assigns its interest as Buyer to Selective 12460 Gladstone, LLC, a California limited liability company. This First Amendment shall authorize Escrow to prepare any additional documents necessary to complete the assignment from Brisa, Inc. to Selective 12460 Gladstone, LLC. |
| 3. | Closing: Agreement Paragraph 1.1 timeframe shall be modified from 35 days to 20 days. |
| 4. | Seller authorizes Buyer to negotiate an Estoppel certificate and other agreements, as may be reasonably required (the “Estoppel Condition”), to enable Boeing to deliver an Estoppel reasonably acceptable to Buyer and its lender; provided, however, no such agreement shall be binding on Seller in the event the closing under the Agreement does not occur for any reason and any agreement between Buyer and Boeing shall be subject to the Close of Escrow. Notwithstanding anything contrary specified in the Agreement, the parties hereto acknowledge and agree that the due diligence period shall be extended until thirty (30) days following the date of mutual execution and delivery of this Amendment to enable Buyer to negotiate with Boeing. With the exception of the Estoppel Condition which both parties hereto acknowledge and agree has not been satisfied as of the date hereof, Buyer hereby acknowledges and agrees that Buyer is satisfied with the status of title to the Property and the physical condition of the Property. |
| 5. | The Agreement and this First Amendment to the Agreement shall constitute the full Agreement between the Buyer and Seller. Subject to the provisions of this First Amendment, all other terms, covenants, conditions and warranties contained in the Agreement shall continue to remain unchanged and in full force and effect and are hereby ratified and confirmed. This First Amendment may be separately and independently executed by the parties hereto in identical counterparts, and such counterparts, collectively, shall constitute one and the same First Amendment. The parties may execute this First Amendment by facsimile or electronic signature, and facsimile and electronic signatures shall be binding the same as original signatures hereto. This First Amendment shall be governed and construed in accordance with laws of the State of California. |
[signatures appear on following page]
IN WITNESS WHEREOF, this First Amendment has been executed by each party as of the day and year first written above.
| SELLER: | ASSIGNOR: | |||||
| EACO Corporation, a Florida Corporation | Brisa Inc., dba Selective Real Estate Investments | |||||
| By: | /s/ Glen Ceiley | By | /s/ Brian A. Fagan | |||
| Glen Ceiley, President | Brian A. Fagan, President | |||||
| Date: | 5/22/14 | Date: | 5/27/14 | |||
| ASSIGNEE: | ||||||
|
Selective 12460 Gladstone, LLC a California limited liability company, | ||||||
| By: Selective Manager, LLC, a California limited liability company, its Manager | ||||||
| By: Brisa, Inc., dba Selective Real Estate Investments | ||||||
| By | /s/ Brian A. Fagan | |||||
| Brian A. Fagan, President | ||||||
| Date: | 5/27/14 | |||||