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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 10, 2017
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
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0-8814
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84-0705083
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(Commission
File Number)
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(IRS
Employer Identification No.)
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34501 East Quincy Avenue, Building 34, Box 10, Watkins, CO
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):
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging growth
company
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act.
Item
1.01
Entry
into a Material Definitive Agreement.
On
November 10, 2017, PCY Holdings, LLC (“PCY
Holdings”), a Colorado limited liability company wholly owned
by Pure Cycle Corporation, a Colorado corporation (“Pure
Cycle”), entered into an amendment (each, an
“Amendment”) to the previously announced Contract for
Purchase and Sale of Real Estate (each, a “Purchase and Sale
Contract”) with each of Richmond American Homes of Colorado,
Inc. (“Richmond”), KB Home Colorado Inc. (“KB
Home”), and Taylor Morrison of Colorado, Inc. (“Taylor
Morrison,” and together with Richmond and KB Home, the
“Builders”). Each Amendment constitutes a Continuation
Notice (as defined in the applicable Purchase and Sale Contract)
pursuant to which each Builder has been deemed to have completed
its due diligence of the Sky Ranch property at which the Builder
will purchase a certain number of platted single-family, detached
residential lots, subject to the terms and the conditions set forth
in the applicable Purchase and Sale Contract.
Pursuant to the
Amendments, the following events have occurred:
●
each Builder has
served its Continuation Notice effective as of November 10,
2017, and is now obligated to proceed with the purchase of lots
subject to the terms and conditions of its Purchase and Sale
Contract;
●
the forms of
certain agreements attached as exhibits to the Purchase and Sale
Agreements have been finalized, including, where applicable, the
Lot Development Agreements, Tap Purchase Agreements, and
Builders’ Letter of Credit Escrow Agreements;
●
PCY Holdings,
Richmond and Taylor Morrison have agreed to a form of agreement for
the construction of joint improvements to the property, which are
improvements that jointly serve or otherwise benefit lots owned by
two or more Builders (i.e., entry and other common roads and
utilities in such roads);
●
PCY Holdings and
the Builders have agreed to a form of Offsite Infrastructure
Agreement, pursuant to which PCY Holdings will deposit funds
necessary for the construction of offsite and joint infrastructure
with the applicable governmental entity responsible for
constructing such improvements, namely the Rangeview Metropolitan
District (“Rangeview”) or the Sky Ranch Community
Authority Board, a governmental authority organized by Sky Ranch
Metropolitan District Nos. 1 and 5 (the “Sky Ranch
CAB”); and
●
PCY Holdings and
the Builders have agreed to an Amenity Development Agreement to
provide for the financing and construction of a community park at
Sky Ranch, with the improvements above and beyond the original open
space planned by PCY Holdings to be financed by the
Builders.
As a
result of these Amendments, PCY Holdings has until August 10,
2018, to obtain final approval of the entitlements for the
property, which date may be extended by PCY for up to six months.
Within 10 days of final approval of entitlements, Richmond and
Taylor Morrison are required to close on and pay for their first
takedown of platted lots (152 lots) total. As a condition to
the closings, PCY Holding is required to enter into service
agreements with each of Rangeview and the Sky Ranch CAB to provide
project management services with respect to the infrastructure to
be constructed by such entities. In addition, PCY Holdings will be
required to advance funds to Rangeview and the Sky Ranch CAB, which
are to be maintained in segregated accounts, in the amount
estimated to be required to construct the offsite improvements and
joint improvements. Rangeview and the Sky Ranch CAB will use the
advanced funds to pay for the improvements as constructed. The
funding provided by PCY Holdings will be accrued to notes payable
to PCY Holdings or Pure Cycle by Rangeview and the Sky Ranch
CAB.
Once
the first takedown of platted lots occurs, PCY Holdings will begin
finishing the lots in accordance with the Lot Development
Agreements. Richmond and Taylor Morrison will pay an additional sum
to PCY Holdings upon completion of the finished lots. KB Homes has
agreed to purchase finished lots, rather than platted lots, so it
will pay the price of a finished lot (land and finishing costs) at
each takedown of the lots it purchases.
On
November 15, 2017, Pure Cycle issued a press release regarding
the Amendments. A copy of the press release is attached hereto as
Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release dated November 15, 2017
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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:
November 15, 2017
PURE
CYCLE CORPORATION
Name:
Mark W. Harding
Title:
President and Chief Financial Officer