CYPC - LOI is out ....
yesterday CYPC filled out 8K
Item 8.01 Other Events
On September 16, 2005, Century Pacific Financial Corporation (the
"Company"), a Delaware corporation, entered into a Letter of Intent to acquire
Versatile Entertainment, Inc., a California corporation ("Versatile") and Bella
Rose, LLC, a California limited liability company ("Bella Rose").
Versatile designs, develops, markets and distributes high fashion jeans,
knits and other apparel under the brand name "People's Liberation." Bella Rose
designs, develops, markets and distributes high fashion jeans, knits and other
apparel under the brand name "William Rast." Versatile and Bella Rose currently
sell their products in the United States and Japan directly to department stores
and boutiques and through distribution arrangements in Japan. Versatile was
established in April 2001 and commenced operations in July 2004, and Bella Rose
was formed and commenced operations in May 2005. Both companies are
headquartered in Los Angeles, California, and maintain two showrooms in New York
and Los Angeles.
Under the transactions contemplated under the Letter of Intent, the
Company will acquire all of the outstanding capital stock of Versatile and all
of the membership interests of Bella Rose. In the exchange, the Company will
issue shares of its convertible preferred stock ("Preferred Shares") to the
stockholders of Versatile and the members of Bella Rose (together, the "Existing
Holders"). The closing of the exchange transaction is subject to the ability of
Versatile and Bella Rose to obtain additional financing from investors.
Immediately after giving effect to the acquisition and the additional
financing, the Existing Holders and the investors participating in the financing
will own in the aggregate 95.3% of the Company's issued and outstanding shares
of common stock on a fully diluted and as-converted basis. At the close of the
transaction, it is contemplated that a new board of directors will be designated
by the Existing Holders. The current stockholders of the Company are expected to
own 4.7% of the issued and outstanding common stock after completion of the
exchange transaction and financing on a fully diluted and as-converted basis.
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The completion of the acquisition is subject to certain conditions to
closing, including but not limited to, the negotiation and execution of a
definitive acquisition agreement, the delivery of audited financial statements
of Versatile and Bella Rose prepared in accordance with generally accepted
accounting principles in the United States of America, and required board,
stockholder and member approvals.
The acquisition agreement will provide that the Company take the following
corporate actions ("Actions") promptly following the closing of the exchange
transaction: (a) change the Company's name to a name selected by the Existing
Holders; and (b) a reverse stock split of the Company's common stock, on such
terms as mutually agreed to by the parties, to permit the Company to issue the
additional shares of its common stock upon the conversion of the Preferred
Shares and to allow the Company to have additional shares of authorized and
unissued common stock for other corporate purposes. The Preferred Shares will
automatically convert without further action of the holder thereof into shares
of the Company's common stock upon stockholder approval of the Actions. As a
condition of closing of the exchange transaction, Keating Reverse Merger Fund,
LLC and the Existing Holders will enter into a voting agreement under which each
of them agree to vote their shares of capital stock of the Company in favor of
the Actions following the Closing.
Subject to the satisfaction of the above conditions and other customary
conditions, the acquisition is presently expected to close in the fourth quarter
of 2005. However, there can be no assurances that the acquisition will be
completed.
The Company is currently a "shell company" with nominal assets and
operations whose sole business has been to identify, evaluate and investigate
various companies with the intent that, if such investigation warrants, a
reverse merger transaction be negotiated and completed pursuant to which the
Company would acquire a target company with an operating business with the
intent of continuing the acquired company's business as a publicly held entity.
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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.
Century Pacific Financial Corporation
(Registrant)
Date: September 19, 2005 By: /s/ Kevin R. Keating
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Kevin R. Keating, President and Secretary
AI
