MAYBE this is TRUE !!! and LEAKED !!!
sosjtb Thursday, 12/14/17 05:56:58 PM
Re: diamondguru-one post# 10205
Post #
10206
of 10242 Go
Nothing would surprise me really, seeing the latest buy volume coming in along with a comment on BD Erickson’s Facebook page from last week regarding an article on Satic Solar “do we own stock in this?” His response was “yes you do”.
Could be meaningless, could be everything...they did file an 8K on closing the acquisition and nothing after...
Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On February 13 , 2017, PREMIER PRODUCTS GROUP INC. entered into an acquisition and stock purchase agreement with SATIC Incorporated.
The terms of the Stock Purchase and Sales set forth in the Agreement; at the Closing, the Shareholders will sell, convey, assign, and transfer the SATIC Shares to PMPG by delivering to PMPG a stock certificate issued in the name of PMPG evidencing the SATIC Shares (the “Share Certificate”). The SATIC Shares transferred to PMPG at the Closing shall constitute 100% of the issued and outstanding equity interests of SATIC.
Consideration
In consideration, upon the closing as part of the terms and subject to the satisfaction of the conditions contained in the Agreement, in consideration of the sale, conveyance, assignment and transfer of the SATIC Shares, PMPG agrees to issue to the Shareholders, ratably apportioned based on their ownership in SATIC , Series S Preferred Stock of PMPG (“PMPG Shares”), which shall be convertible into common shares of PMPG so that the converted shares shall equal 65% of PMPG’s issued and outstanding shares, calculated on a fully diluted basis post the contemplated raise for working capital as described in Article V.3 (f) of the Agreement. The remaining 35% will encompass shares to be issued for the working capital and capital raising activities.
Section 5 Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Upon closing PMPG will acquiring the business of SATIC, whereby SATIC will become a wholly owned subsidiary of PMPG.
Name Change:
Following to the Closing Date, PMPG will change its corporate name to such name as decided by its Board of Directors (the “Name Change”) and apply for a new trading symbol.
At Closing of acquisition Premier Products Group Inc. new address will be as follow:
SATIC, Inc.
7151 Kestrel Drive
Missoula, MT 59808
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Change in Management and Board.
Upon Closing, Clifford Pope shall resign from the board of directors and all executive positions of PMPG. Mr. B.D. Erickson II, the President of SATIC will assume the position of CEO and Sole Director of PMPG with Clifford Pope staying in a transitional position for the next 30 days.
Also upon Closing, PMPG shall appoint to its board of directors 3 members designated by SATIC. The new board shall appoint replacement officers for PMPG.
Item 8.01 Other Events.
On February 10, 2017 -- Company announced in a Press Release it successfully reduced the net corporate debt by more than 26% over the previous 12 months. The initial reductions included over $417,000 in charges, and the Company will continue with further reductions during the current fiscal year
