landbank8k-103107.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)
November
1, 2007
____________________________
LANDBANK
GROUP, INC.
(Exact
name of Registrant as specified in its charter)
|
DELAWARE
|
000-52315
|
20-1915083
|
|
(State
of Other Jurisdiction Incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification No.)
|
7030
HAYVENHURST AVE, VAN NUYS, CALIFORNIA 91406
(Address
of principal executive offices, including zip code)
(818)
464-1640
(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 registrant under any of the following
provisions:
x
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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
Securities
Exchange Agreement
Effective
November 1, 2007, the Landbank Group, Inc. (the “Company”) entered into a
Securities Exchange Agreement (the “Agreement”) with Landbank Acquisition LLC
(“Investor”). Family Products LLC, a member of Investor, also is a
party to the Agreement for the limited purpose of providing indemnification
to
the Company thereunder.
The
Agreement calls for the following transactions (the “Transactions”) to occur at
the closing: (1) the Company to transfer ownership of Landbank LLC,
its operating subsidiary (“LLC”), to Investor (the “LLC Transfer”), (2) the
Company to issue 79,311,256 new shares to Investor to increase Investor’s
current equity holdings in Company of approximately fifty-five percent (55%)
to
approximately ninety-five percent (95%) (the “Share Issuance”), (3) Investor to
provide full indemnity to Company for LLC’s prior operations and liabilities,
(4) LLC to assign $500,000 in debt to Company owed to Investor, (5) LLC to
retain approximately $500,000 in debt owed to third parties and approximately
$2.5 million in debt owed to Investor, and (6) the Company to retain
approximately $5,000 in cash for the Company’s working capital.
The
consummation of the Transactions is
subject to the receipt of customary closing conditions, including approval
of
the LLC Transfer by the Corporation’s stockholders and the amendment of the
Company’s Certificate of Incorporation to change the name of the Company and to
increase the number of authorized shares of Common Stock from 100,000,000 to
2,000,000,000.
Investor
and the Company have also agreed to enter into a Registration Rights Agreement
between them at the closing (the “Registration Rights Agreement”) pursuant to
which the Investor will receive certain demand and piggyback registration rights
with respect to the shares received in the Share Issuance.
The
Agreement may be terminated with the written consent of the Company and
Investor. Subject to satisfaction of such closing conditions, the
Transactions are expected to close by the end of 2007 or during the first
quarter of 2008.
The
description contained in this Item 1.01 of certain terms of the Agreement and
the transactions contemplated by the Agreement is qualified in its entirety
by
reference to the full text of the Agreement, a copy of which is attached hereto
as Exhibit 2.1. The Agreement has been included to provide investors and
security holders with information regarding its terms and conditions. It is
not
intended to provide any other factual information about the Company. The
Agreement contains representations and warranties that the parties to the
Agreement made to and solely for the benefit of each other. Investors and
security holders should not rely on such representations and warranties as
characterizations of the actual state of facts or circumstances, since they
were
only made as of the date of the Agreement. Moreover, information concerning
the
subject matter of such representations and warranties may change after the
date
of the Agreement, which subsequent information may or may not be fully reflected
in the Company’s public disclosures.
Additional
Information About the Proposed Transaction and Where You Can Find
It
This
document may be deemed to be solicitation material in respect of the
proposed transfer of substantially all of the Company's assets to Investor.
In connection with the proposed transaction, a proxy statement or
information statement will be filed by the Company with the
SEC. STOCKHOLDERS OF THE COMPANY ARE ENCOURAGED TO READ THE PROXY
STATEMENT OR INFORMATION STATEMENT, AS APPLICABLE, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The final proxy statement/information
statement will be mailed to stockholders of the Company. Investors and
security holders will be able to obtain the documents free of charge at the
SEC’s website, www.sec.gov or from
Landbank Group, Inc., 7030 Hayvenhurst Ave., Van Nuys, CA
91406.
The
Company and its respective directors and executive officers and other
members of management and employees may be deemed to participate in the
solicitation of proxies in respect of the proposed transactions. Information
regarding the directors and executive officers of the Company is available
in the Company’s Form 10-KSB, filed with the SEC on April 2, 2007.
Additional information regarding the interests of such potential participants
will be included in the proxy statement/information statement and the other
relevant documents filed with the SEC when they become
available.
Item
9.01 Financial Statements
and Exhibits
(d)
Exhibits.
The
following exhibits are filed herewith:
| Exhibit
Number |
|
Description |
| 2.1 |
|
Securities
Exchange Agreement dated November 1, 2007 by and among Landbank Group,
Inc., Landbank Acquisition LLC and Family Products
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.
| |
LANDBANK
GROUP, INC.
(Registrant)
|
|
| |
|
|
|
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Dated:
November
7, 2007
|
By:
|
/s/ Eric
Stoppenhagen |
|
| |
|
Eric
Stoppenhagen |
|
| |
|
Interim
President |
|
| |
|
|
|