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): April 11, 2006
ADSOUTH PARTNERS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-33135 68-0448219
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1141 South Rogers Circle, Suite 11, Boca Raton, FL 33487
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(Address of principal executive offices)
Registrant's telephone number, including area code: (561) 750-0410
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))
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Item 8.01 Other Events.
On April 11, 2006, Adsouth Partners, Inc. issued a press release
announcing the signing of a Letter of Intent pursuant to which Adsouth Partners,
Inc. will sell all of its product brands from its consumer product portfolio to
MFC Development Corp. in a cash and stock transaction to be valued at $9.5
million. The transaction which is subject to a complete due diligence, the
execution of a definitive agreement and the satisfaction of closing conditions
is expected to close in the second quarter of 2006. Under the terms of the
letter of intent, MFC Development Corp., through a wholly owned subsidiary
NEWCO, will acquire all the capital stock of Adsouth, Inc. and DermaFresh, Inc.
(the Division), from Adsouth Partners, Inc. for $4.0 million in cash, $5.5
million of MFC common stock, and the assumption of certain liabilities. The
Division's assets comprise the retail distribution and product brands company
Adsouth, as well as the brands, DermaFresh, E70, and Mitsu and the distribution
rights to Simon Solutions. In 2005, the Division incorporating these brands
shipped in excess of $6.5 million and on a proforma basis, excluding certain
allocated overhead expenses, non-cash stock compensation expenses and expenses
not directly associated with the brands being sold, would have realized more
than $1.5 million of divisional operating income. The transaction does not
include any assets or activities related to Adsouth's fast growing, majority
owned subsidiary Genco Power Solutions or the Company's Advertising Division. A
copy of the press release is filed as Exhibit 99.1 to this report.
On April 11, 2006, Adsouth Partners, Inc. issued a press release
announcing that, in connection with the letter of intent relating to the sale by
Adsouth of its products division brands (other then its Genco Power Solutions
subsidiary) to MFC Development Corp. its Board of Directors has approved the
distribution of the stock in MFC Development to all of our stockholders. The
products division sale is contingent upon the completion of due diligence, the
execution of a definitive agreement and the satisfaction by both parties of the
closing conditions set forth in the agreement. Under the terms of the letter of
intent, MFC Development Corp., through a wholly owned subsidiary NEWCO, will
acquire all the capital stock of Adsouth, Inc. and DermaFresh, Inc. (the
Division), from Adsouth Partners, Inc. for $4.0 million in cash, $5.5 million of
MFC common stock, and the assumption of certain liabilities. Any distribution of
the MFC Development stock to our stockholders will be subject to the
registration of the MFC Development stock pursuant to the Securities Act of
1933. The value of the dividend to stockholders will be dependent upon the
market price of the MFC Development stock at the time of the distribution.
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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.
ADSOUTH PARTNERS, INC.
Date: April 11, 2006 /S/ Anton Lee Wingeier
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Anton Lee Wingeier
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release, dated April 11, 2006, issued by Adsouth
Partners, Inc.
99.2 Press release, dated April 1, 2006, issued by Adsouth
Partners, Inc.
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