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
23, 2008
Catalyst
Lighting Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50385
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84-1588927
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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190
Lakeview Way
(Address
of principal executive offices and Zip Code)
(Registrant’s
telephone number, including area code)
(Former
name or former address 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:
| 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))
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Item
1.01 Entry into a Material Definitive Agreement.
On
June
23, 2008, Catalyst Lighting Group, Inc. (the “Company” or “Catalyst”), a
Delaware corporation, entered into a letter of intent (the “Letter of Intent”)
to acquire Organic Bouquet, Inc. (“Organic Bouquet”), a California corporation,
and Organic Style Limited (“Organic Style”), a private limited company organized
under the laws of England and Wales (collectively, Organic Bouquet and Organic
Style are referred to as “Organic”).
Organic
Style is the umbrella brand for eco-luxury products that uphold the well-being
of the planet and humankind, including: OrganicStyle.com, an online
eco-boutique; Organic Bouquet, a seller of organic and certified
sustainably-grown flowers; Organic Style Magazine; Coyuchi, a seller of organic
bed and bath products; and Ecoflowers.com, the wholesale floral division
serving
upscale retailers, hotels, spas and florists.
Under
the
transactions contemplated under the Letter of Intent, the Company is expected
to
acquire all of the outstanding capital stock of Organic in exchange for shares
of the Company’s common stock either through a merger or a share exchange. The
closing of the acquisition is subject to the ability of Organic to obtain a
minimum of $14.5 million, but up to or exceeding $25 million, of additional
financing from investors.
Immediately
after giving effect to the acquisition and the additional financing, the
stockholders of Organic (the “Organic Holders”) and the investors
participating in the financing are expected to own, in the aggregate,
approximately 97.5% of the Company's issued and outstanding shares of common
stock on a fully diluted and as-converted basis, such percentage being subject
to adjustment prior to closing. Assuming no adjustment is required, the current
stockholders of the Company are expected to own approximately 2.5% of the
issued
and outstanding shares of common stock after completion of the acquisition
and
the additional financing on a fully diluted and as-converted basis.
Upon
the
closing of the acquisition, it is contemplated that a new board of directors
will be designated by the Organic Holders.
In
addition, the completion of the acquisition is subject to certain other
conditions to closing, including but not limited to, the negotiation and
execution of a definitive acquisition agreement, the delivery of audited
financial statements of Organic prepared in accordance with generally accepted
accounting principles in the United States of America, and required board,
stockholder and member approvals.
Subject
to the satisfaction of the above conditions and other customary conditions,
the
acquisition is presently expected to close by September 30,
2008. However, there can be no assurances that the acquisition
will be completed.
The
Company is currently a “shell company” with nominal assets and operations whose
sole business has been to identify, evaluate and investigate various companies
with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which the Company would
acquire a target company with an operating business with the intent of
continuing the acquired company’s business as a publicly held
entity.
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.
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| Date: June 27, 2008 |
CATALYST
LIGHTING GROUP, INC. |
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By: |
/s/
Kevin R. Keating |
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Name:
Kevin R. Keating |
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Title:
President |