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): February 18, 2009
| Mach One Corporation |
| (Exact Name of Registrant as Specified in its Charter) |
Commission File
Number: 333-146744
| Nevada |
88-0338837 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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6430 Congress Drive
West Bend, WI 53095
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(Address of Principal Executive Offices, Including Zip Code) |
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262-675-2499
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(Registrant's Telephone Number, Including Area Code) |
(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:
| 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(17CFR240.14a-12) |
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b)) |
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c)) |
Item 1.01 Entry
into a Material Definitive Agreement
On February 18, 2009, Mach One
Corporation (“Mach One”) consummated the acquisition and purchase from Thomsen
Group, LLC (“Thomsen”) of all of the assets of Modular Process Contractors, LLC
(“MPC”), (the “Acquisition”), pursuant to that certain Agreement for
Purchase and Sale of Business by and between Mach One and Thomsen (the “Purchase
Agreement”). In accordance with the Purchase Agreement, Mach One issued to Thomsen
500,000 shares of restricted Series B Convertible Preferred Stock (the “Series B
Preferred Stock”). Each share of Series B Preferred Stock is convertible into two (2)
shares of Mach One common stock. In addition to the issuance of the Series B Preferred
Stock, Mach One executed an Earn-Out Agreement with Thomsen, providing for Thomsen to
acquire up to an additional 35% of issued and outstanding common stock of Mach One on
December 31, 2011, based upon the combined net income of MPC for the years ending December
31, 2009, 2010, and 2011.
A copy of the Purchase Agreement and
the Earn-Out Agreement are included in this current report on Form 8-K as Exhibit 10.1 and
10.2, respectively.
On February 20, 2009, pursuant to a
Plan and Agreement of Reorganization (the “Agreement”) between Mach One
Corporation (“Mach One”) and Ceres Organic Harvest, Inc. (“Ceres”)
dated February 2, 2009, completed its acquisition of all of the issued and outstanding
capital stock of Ceres in exchange for 8,000,000 shares of Mach One common stock and
8,000,000 shares of Mach One Series C Convertible Preferred Stock (“Series C
Preferred Stock”). Each share of Series C Preferred Stock is convertible into one (1)
share of Mach One common stock. Upon the close of the acquisition Mr. Brittin Eustis, the
Chief Executive Officer of Ceres, was appointed a director of Mach One.
A copy of the Agreement is included
in this current report on Form 8-K as Exhibit 10.3.
Item 2.01 Completion of
Acquisition or Disposition of Assets.
The information included in Item 1.01
of this Form 8-K relating to Thomsen and MPC is incorporated by reference into this Item
2.01.
Item 3.02 Unregistered
Sales of Equity Securities.
On February 18, 2009 pursuant to an
Agreement for Purchase and Sale of Business, Mach One issued 500,000 shares of its Series
B Convertible Preferred Stock to Thomsen Group, LLC in exchange for the acquisition and
purchase of all of the assets of Modular Process Contractors, LLC, a wholly-owned
subsidiary of Thomsen.
On February 20, 2009, pursuant to a
Plan and Agreement of Reorganization (the “Agreement”), Mach One issued
8,000,000 shares of its common stock and 8,000,000 shares of its Series C Convertible
Preferred Stock to six (6) shareholders of Ceres Organic Harvest, Inc. in exchange for all
of the issued and outstanding capital stock of Ceres.
All of the investors above are
sophisticated individuals who had the opportunity to review all of Mach One’s SEC
filings and to discuss with the officers and directors of Mach One the business and
financial activities of Mach One. All the investors acquired their shares for investment
and not with a view toward distribution. All of the stock certificates issued to the seven
(7) shareholders set forth above, have been affixed with an appropriate legend restricting
sales and transfers. Therefore, based on the foregoing, Mach One has issued the shares in
reliance upon the exemptions from registration provided by Section 4(2) of the Securities
Act of 1933 and/or Regulation D, thereunder.
Item 5.02 Departure of Directors
or certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Pursuant to the Agreement, Brittin
Eustis, the Chief Executive Officer of Ceres, was appointed to the Board of Directors of
Mach One as of February 20, 2009. Following is a résumé of Mr. Brittin
Eustis:
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Brittin
Eustis. Mr. Eustis has over thirty years experience in the organic and natural food
industry, both in management and field operations. Mr. Eustis has been the Chief Executive
Officer and a director of Ceres Organic Harvest, Inc. since its inception in 1992. |
Item
9.01. Financial Statements and Exhibits
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(a) |
Financial
Statements of Business Acquired. |
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Mach
One hereby undertakes to file the financial statements required by this Item 9.01(a) not
later than 71 days after the date this Form 8-k was due for filing. |
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(b) |
Pro
Forma Financial Statements. |
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Mach
One hereby undertakes to file the pro forma financial information required by this Item
9.01(b) not later than 71 days after the date this Form 8-K was due for filing. |
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10.1 |
Agreement
for Purchase and Sale of Business between Mach One Corporation and Thomsen Group, LLC
dated February 18, 2009. |
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10.2 |
Earn-Out
Agreement between Mach One Corporation and Thomsen Group, LLC dated February 18, 2009. |
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10.3 |
Plan
and Agreement of Reorganization among Mach One Corporation and Ceres Organic
Harvest, Inc. and Certain Shareholders of Ceres Organic Harvest,
Inc., dated February 2, 2009. |
Signature(s)
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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Mach One Corporation |
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| Date: February 26, 2009 |
By: |
/s/ Monte B. Tobin
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Monte B. Tobin
President
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Exhibit Index
| EX-10.1 |
Agreement
for Purchase and Sale of Business between Mach One Corporation and Thomsen Group, LLC
dated February 18, 2009. |
| EX-10.2 |
Earn-Out
Agreement between Mach One Corporation and Thomsen Group, LLC dated February 18, 2009. |
| EX-10.3 |
Plan
and Agreement of Reorganization among Mach One Corporation and Ceres Organic Harvest,
Inc. and Certain Shareholders of Ceres Organic Harvest, Inc., dated
February 2, 2009. |