Blueprint
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): December 15, 2016
PURE CYCLE CORPORATION
(Exact
name of registrant as specified in its charter)
Colorado
(State
or other jurisdiction of incorporation)
|
0-8814
|
|
84-0705083
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
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))
This
current report on Form 8-K is filed by Pure Cycle Corporation
(the “Registrant”), a Colorado corporation, in
connection with the matters described herein.
Item
1.01
Entry
into a Material Definitive Agreement.
On
December 15, 2016, Rangeview Metropolitan District, a
quasi-municipal corporation and political subdivision of the State
of Colorado, acting by and through its Water Activity Enterprise
(“Rangeview”), and Elbert & Highway 86
Commercial Metropolitan District, a quasi-municipal corporation and
political subdivision of the State of Colorado, acting by and
through its Water Enterprise (the “EH86 District”),
entered into a Water Service Agreement (the “Water Service
Agreement”). Subject to the conditions set forth in the Water
Service Agreement and the terms of the Registrant’s
engagement by Rangeview as Rangeview’s exclusive service
provider, the Registrant will acquire, among other things, the
exclusive right to provide water services to residential and
commercial customers in Wild Pointe Ranch, located in
unincorporated Elbert County, Colorado, in exchange for $1,600,000
in cash. Pursuant to the terms of the Water Service Agreement, the
Registrant, in its capacity as Rangeview’s service provider,
will be responsible for providing water services to all users of
water services within the boundaries and service area of EH86
District and operating and maintaining the EH86 District’s
water system. In exchange, the Registrant will receive all rates,
fees and charges payable to Rangeview pursuant to the Water Service
Agreement, including system development (or tap) fees from new
customers and monthly water service revenues. The EH86
District’s water system currently provides water service to
approximately 120 existing Single Family Equivalent
(“SFE”) (defined below) water connections in Wild
Pointe Ranch and may grow to over 250 SFE water connections. One
SFE is a customer – whether residential, commercial or
industrial – that imparts a demand on the water system
similar to the demand of a family of four persons living in a
single family house on a standard sized lot. The performance of the
Water Service Agreement by the Registrant, as the exclusive service
provider for Rangeview, was approved by the board of directors of
the Registrant.
The
Water Service Agreement may be terminated only upon the occurrence
of certain events of default which remain uncured (i) after
the nondefaulting party has sought to enforce performance by court
action or self-help, and (ii) if following such efforts and
upon 60 days’ advance written notice, the defaulting
party fails to pay monetary damages when due or refuses to perform
its obligations.
The
closing of the transactions contemplated by the Water Service
Agreement is subject to customary closing conditions, which the
Registrant will confirm in its capacity as Rangeview’s
service provider, including, among others, the appointment of two
individuals designated by Rangeview as directors of the EH86
District, the adoption by the EH86 District of the rules and
regulations of Rangeview, subject to such modifications as are
approved by Rangeview, Rangeview’s completion to its
satisfaction of due diligence regarding title to the water rights
used to serve Wild Pointe Ranch, the accuracy of the
representations and warranties made by each party contained in the
Water Service Agreement, and each party’s compliance with its
covenants and agreements contained in the Water Service Agreement.
The closing of the transactions contemplated by the Water Service
Agreement must take place no later than February 23, 2017, or
on the second business day following the satisfaction or waiver of
all conditions to the obligations of the parties related
thereto.
The
foregoing description of the Water Service Agreement is qualified
in its entirety by the terms of the agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
On
December 19, 2016, the Registrant issued a press release
relating to the Water Service Agreement. A copy of the press
release is attached hereto as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
Water
Service Agreement by and between Rangeview Metropolitan District,
acting by and through its Water Activity Enterprise, and Elbert
& Highway 86 Commercial Metropolitan District, acting by
and through its Water Enterprise, dated as of December 15,
2016.
|
|
99.1
|
|
Text of
press release by Pure Cycle Corporation, dated December 19,
2016.
|
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:
December 19, 2016
PURE
CYCLE CORPORATION
Name:
Mark W. Harding
Title:
President and Chief Financial Officer
EXHIBIT
INDEX
|
Exhibit No.
|
|
Description
|
|
10.1
|
|
Water
Service Agreement by and between Rangeview Metropolitan District,
acting by and through its Water Activity Enterprise, and Elbert
& Highway 86 Commercial Metropolitan District, acting by
and through its Water Enterprise, dated as of December 15,
2016.
|
|
99.1
|
|
Text of
press release by Pure Cycle Corporation, dated December 19,
2016.
|