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): May 23, 2007 (May 22, 2007)
Energroup Technologies Corporation.
(Exact Name of Registrant as Specified in Its Charter)
Utah
(State or Other Jurisdiction of Incorporation)
0-32873 87-0420774
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(Commission File Number) (IRS Employer Identification No.)
12890 Hilltop Road
Argyle, Texas 76226
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(Address of Principal Executive Offices) (Zip Code)
(972) 233-0300
(Registrant's Telephone Number, Including Zip Code)
4685 S. Highland Drive, Suite 202, Salt Lake City, Utah 84117
(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:
[ ] 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 communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities
As reported in Item 5.01 below, on May 22, 2007 Energroup Technologies
Corporation (the "Company") completed the sale of an aggregate of 11,200,000
restricted shares (the "Shares") of its common capital stock to Halter Financial
Investments, L.P. (the "Purchaser") for a cash purchase price of $350,000
pursuant to the Stock Purchase Agreement entered into between the Company and
Purchaser and dated as of May 3, 2007. The Company reported the signing of the
Stock Purchase Agreement in its Form 8-K which was filed with the Commission on
May 3, 2007 and the Stock Purchase Agreement was included as an exhibit to such
report. The Shares represent approximately 83% of the voting control of the
Company. The transaction resulted in a change in control of the Company. Other
than in respect to this transaction, Purchaser has had no material relationship
with the Company or any of the Company's officers, directors or affiliates.
Purchaser used its own funds to acquire the Shares.
The Stock Purchase Agreement contains covenants that Purchaser, in its capacity
as controlling stockholder of the Company following the closing, will not
approve any reverse splits other than a one-time reverse split of not greater
than 1-for-7 with no shareholder of record of the Company's common stock on the
effective date of such split shall having his, her or its total share ownership
reduced below 100 shares unless approved by the former officers of the Company;
that it will not permit the Company to authorize the issuance of any additional
shares of common stock or securities convertible into shares of common stock
except in connection with a business combination transaction with a corporation
or other business entity with current business operations (a "Going Public
Transaction") and any shares issued to any consultants and finders in
contemplation of or in connection with a Going Public Transaction; and that it
will not allow the Company to enter into a Going Public Transaction unless the
Company, on a combined basis with the operating entity with which it completes a
Going Public Transaction, satisfies the financial conditions for listing on the
NASDAQ Capital Market immediately following the closing of the Going Public
Transaction. All of such covenants terminate automatically at the time the
Company enters into a Going Public Transaction. The Stock Purchase Agreement
also grants demand and "piggy back" registration rights to Purchaser and "piggy
back" registration rights to certain current holders of the Company's common
stock that are deemed to be "restricted securities", and their permitted
transferees.
The foregoing summary of selected provisions of the Stock Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Stock Purchase Agreement, a copy of which is filed as an exhibit to the
Company's Current Report on Form 8-K on May 3, 2007.
The subject shares were sold to Purchaser without registration under the
Securities Act of 1933, as amended (the "Securities Act"), in reliance on the
exemption from such registration requirements provided by Section 4(2) of the
Securities Act for transactions not involving any public offering. The shares
were sold without general advertising or solicitation, the Purchaser
acknowledged that it was purchasing "restricted securities" which had not been
registered under the Securities Act and which were subject to certain
restrictions on resale, and the certificates representing the shares contained a
restricted stock legend indicating that the shares have not been registered and
cannot be resold without registration under the Securities Act or the
availability of an exemption from the registration requirements thereof.
On May 3, 2007, acting pursuant to the terms of the Stock Purchase Agreement,
the Company's board of directors declared a special cash distribution in an
amount equal to $0.1219 per share, or a total of approximately $280,000, to the
current stockholders of the Company. The distribution will be payable on May 29,
2007 to stockholders of record on May 17, 2007 who hold a total of 2,297,421
shares of Common Stock. The Purchaser will not participate in the distribution.
2
The Stock Purchase Agreement did not result in any change in the status of the
Company as a shell company and the Company will continue its search for business
opportunities for acquisition or participation by the Company.
Item 5.01 Changes in Control of Registrant
As reported in response to Items 2.01 and 3.02, on May 22, 2007, the Company
completed the sale of an aggregate of 11,200,000 restricted shares of its common
stock to the Purchaser pursuant to the Stock Purchase Agreement for a cash
purchase price of $350,000, which resulted in a change in control of the
Company.
At the closing, Stephen R. Fry, Thomas J. Howells and Barry Richmond resigned as
officers of the Company, Mr. Richmond resigned as a director, and Timothy P.
Halter, a principal of the Purchaser, was appointed as President, Secretary, and
a director of the Company.
Directors and Executive Officers
The following table sets forth certain information with regard to Timothy P.
Halter, the sole officer and a director of the Company after giving effect to
the resignations described above. Stephen R. Fry and Thomas J. Howells will
continue to serve as directors of the Company and biographical information with
respect to such persons is included in the Company's 2006 annual report on Form
10-K.
Name Age Title
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Timothy P. Halter 40 President, Secretary, Treasurer
and Director
Certain biographical information of Timothy P. Halter is set forth below.
Timothy P. Halter. Timothy P. Halter, age 40, has been the president and the
sole stockholder of Halter Financial Group, Inc., a Dallas, Texas based
consulting firm specializing in the area of mergers, acquisitions and corporate
finance, since 1995. Mr. Halter currently serves as a director of the following
public companies: DXP Enterprises, Inc. (a Texas corporation), Nevstar
Corporation (a Nevada corporation), Marketing Acquisition Corporation (a Nevada
corporation), BTHC VI, Inc. (a Delaware corporation), BTHC VII, Inc. (a Delaware
corporation), BTHC VIII, Inc. (a Delaware corporation), and BTHC X, Inc. (a
Delaware corporation). Mr. Halter will devote as much of his time to the
Company's business affairs as may be necessary to implement its business plan.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of May 22, 2007, the number of shares of the
Company's common stock owned of record or beneficially by each person known to
be the beneficial owner of 5% or more of the issued and outstanding shares of
the Company's voting stock, and by each of the Company's officers and directors,
and by all its officers and directors as a group. On such date there were issued
and outstanding 13,497,421 shares of the Company's common stock.
Title Number of Percent of
of Class Name Shares Owned(1) Voting Power
Principal Stockholders and Continuing Directors
Common Halter Financial Investments, L.P.(2) 11,200,000 83.0%
Common Jenson Services, Inc.((3)) 2,105,500 15.5%
3
Common Stephen R. Fry(4) -0- -0-
Common Thomas J. Howells(4) -0- -0-
New Directors and Executive Officers
Common Timothy P. Halter(2) 11,200,000 83.0%
All Officers and Directors
Common as a Group (3 person) (2) (4) 11,200,000 83.0%
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(1) Except as otherwise indicated, the shares are owned of record and
beneficially by the persons named in the table.
(2) Halter Financial Investments, L.P. ("HFI") is a Texas limited partnership of
which Halter Financial Investments GP, LLC, a Texas limited liability company
("HFI GP"), is the sole general partner, and TPH Capital, L.P., Bellfield
Capital Partners, L.P., Colhurst Capital, L.P. and Rivergreen Capital, LLC are
its members. The limited partners of HFI are: (i) TPH Capital, L.P., a Texas
limited partnership of which TPH Capital GP, LLC, a Texas limited liability
company ("TPH GP"), is the general partner and Timothy P. Halter is the sole
member of TPH GP; (ii) Bellfield Capital Partners, L.P., a Texas limited
partnership of which Bellfield Capital Management, LLC, a Texas limited
liability company ("Bellfield LLC"), is the sole general partner and David
Brigante is the sole member of Bellfield LLC; (iii) Colhurst Capital LP, a Texas
limited partnership of which Colhurst Capital GP, LLC, a Texas limited liability
company ("Colhurst LLC"), is the general partner and George L. Diamond is the
sole member of Colhurst LLC; and (iv) Rivergreen Capital, LLC, a Texas limited
liability company ("Rivergreen LLC"), of which Marat Rosenberg is the sole
member. As a result, each of the foregoing persons may be deemed to be a
beneficial owner of the shares held of record by HFI. The address for HFI is
12890 Hilltop Road, Argyle, Texas 76226.
(3) Duane S. Jenson is the owner of Jenson Services, Inc. and may be deemed the
beneficial owner of the shares referenced above. The address for Jenson
Services, Inc. is 4685 S. Highland Drive, #202, Salt Lake City, Utah 84117.
(4) Served as directors of the Company at the time of the change in control and
continue to serve in said capacity. Mr. Fry's address is 808 East 1300 South,
Salt Lake City, Utah 84105 and Mr. Howells' address is 4685 S. Highland Drive,
#202, Salt Lake City, Utah 84117.
Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangements Of Certain
Officers
Reference is made to the disclosure set forth under Item 5.01 of this report
with regard to changes in management, which disclosure is incorporated herein by
reference.
4
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.
Energroup Technologies Corporation
Date: May 23, 2007 By: /s/ Timothy P. Halter
Timothy P. Halter
President