- Current report filing (8-K)
February 15 2012 - 4:38PM
Edgar (US Regulatory)
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
15, 2012 (December 1, 2011)
SUNSET SUITS HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
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000-28543
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26-1516905
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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ul. Staro
łę
cka 18
61-361
Pozna
ń
, Poland
(Address of Principal
Executive Offices)
+48 (61) 642 40 04
(Registrants 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 (
see
General Instruction A.2. below):
[X] 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))
Item
1.01. Entry into a Material Definitive
Agreement
Item
2.01. Completion of Acquisition or Disposition
of Assets.
On December 1, 2011, Sunset Suits Holdings, Inc., a Nevada
Corporation (the Company) entered into a sale agreement (the Agreement) with
TURONUS Spółka z ograniczoną odpowiedzialnością., a corporation
headquartered in Poznań, Poland (TURONUS), pursuant to
which the Company sold to TURONUS 100% of its equity interest in the Companys wholly-owned subsidiary
Sunset Suits S.A. (Sunset Suits S.A.). Pursuant to the Agreement, TURONUS
agreed to pay to the Company $547,497 (PLN 1,828,640), and in turn will acquire
all of the assets and liabilities of Sunset Suits S.A., except for liabilities
resulting from services rendered to Sunset Suits Holdings, Inc. group including
expenses of Sunset Suits Holdings, Inc. in particular costs of the Companys
management, not higher than $568,862 (PLN 1,900,000) , which will be took over
pursuant to the Agreement by the Company. The price of $547,497 will be paid by
TURONUS within the period of 3 years and this 3 year period begins on January 1,
2014.
The sale of Sunset Suits S.A. is a part of a plan of the
Companys debt reduction . The Companys management expects a positive impact of
Sunset Suits S.A. sale on the Companys net assets as well as improving of net
profitability. The size of the Company's current retail operations was not
sufficient for repayment of the Sunset Suits S.A. debt which is estimated
approximately for $16,700,000 (PLN 55,760,000. Accordingly, the Company's
management decided that the sale of Sunset Suit S.A..was in the best interests
of the Company and its shareholders.
The foregoing description does not purport to be a complete
statement of the parties rights and obligations under the Agreement, or the
transactions contemplated thereby or a complete explanation of the material
terms thereof. The foregoing description is qualified in its entirety by
reference to the Agreement, attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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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SUNSET SUITS HOLDINGS, INC.
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Date: February 15, 2012
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By:
/s/ Miros
ł
aw Kranik
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Mirosław Kranik
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President and Chief Executive Officer
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