UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of
Report (Date of earliest event reported): January 30, 2008
EMVELCO
CORP.
(Exact
name of registrant as specified in charter)
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Delaware
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001-12000
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13-3696015
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1061
½ N. Spaulding Ave., Los Angeles, CA 90046
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(Address
of principal executive offices) (Zip Code)
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Registrant's
telephone number, including area code: (323) 822-1750
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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 Instructions A.2. below):
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 (17 CFR 240.14a-12)
o
Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events
On
January 30, 2008, Atia Group f/k/a Kidron Industrial Holdings, Ltd. (“Atia
Group”), of which Emvelco Corp. (the “Company”) is a principal shareholder,
notified the Company that it had entered into two (2) material agreements
(wherein the Company was not a party but will be directly affected by their
terms) with Trafalgar Capital Specialized Investment Fund (“Trafalgar”).
Specifically, Attia Group and Trafalgar entered into a Committed Equity Facility
Agreement (“CEF”) in the amount of 45,683,750 New Israeli Shekels (approximately
US$12,000,000.00 per the exchange rate at the Closing) and a Loan Agreement
(“Loan Agreement”) in the amount of US $500,000 (collectively, the “Finance
Documents”) pursuant to which Trafalgar grants Atia Group financial backing. The
Company is not a party to the Finance Documents.
The
CEF
sets forth the terms and conditions upon which Trafalgar will advance funds
to
Atia Group. Trafalgar is commited under the CEF until the earliest to occur
of:
(i) the date on which Trafalgar has made payments in the aggregate amount
of the commitment amount (45,683,750 New Israeli Shekels); (ii) termination
of the CEF; and (iii) thirty-six (36) months. In consideration for
Trafalgar providing funding under the CEF, the Atia Group will issue Trafalgar
ordinary shares, as existing on the dual listing on the Tel Aviv Stock Exchange
(TASE) and the London Stock Exchange (LSE) in accordance with the CEF. As a
further inducement for Trafalgar entering into the CEF, Trafalgar shall receive
that number of ordinary shares as have an aggregate value calculated pursuant
to
the CEF, of U.S. $1,500,000.
The
Loan
Agreement provides for a discretionary loan in the amount of $500,000 (“Loan”)
and bears interest at the rate of eight and one-half percent (8½%) per annum.
The Loan is to be used by Atia Group for the sole purpose of investment in
its
subsidiary Sitnica d.o.o. which controls the Samobor project in Croatia. The
security for the Loan shall be a pledge of Atia Group’s shareholder equity
(75,000 shares) in Verge Living Corporation.
The
aforementioned transactions as set forth under a non-binding term sheet were
reported on the Company’s Form 8K on December 5, 2007.
Simultaneously,
on the same date as the aforementioned Finance Documents, the Company entered
into a Share Exchange Agreement (the “Share Exchange Agreement”) with Trafalgar.
The Share Exchange Agreement provides that the Company must deliver, from time
to time, and at the request of Trafalgar, those shares of Atia Group, in the
event that the ordinary shares issued by Atia Group pursuant to the terms of
the
Finance Documents are not freely tradeable on the Tel Aviv Stock Exchange or
the
London Stock Exchange. In the event that an exchange occurs, the Company will
receive from Trafalgar the same amount of shares that were exchanged. The
closing and transfer of each tranche of the Exchange Shares shall take place
as
reasonably practicable after receipt by the Company of a written notice from
Trafalgar that it wishes to enter into such an exchange transaction. To date,
all of the Company’s shares in Atia Group are restricted by Israel law for a
period of six (6) months since the issuance date, and then such shares may
be
released in the amount of one percent (1%) (from the total outstanding shares
of
Atia Group which is the equivalent of approximately 1,250,000 shares per
quarter), subject to volume trading restrictions.
Trafalgar
is an unrelated third party comprised of a European Euro Fund registered in
Luxembourg. The Company, its subsidiaries, officers and directors are not
affiliates of Trafalgar.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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EMVELCO
CORP. |
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By: |
/s/
YOSSI
ATTIA |
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Name:
Yossi Attia |
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Title:
Chief Executive Officer |
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| Date: February
6, 2008 |
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Beverly
Hills, California
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