form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): January 20, 2010 (January 14,
2009)
Element 21 Golf
Company
(Exact
name of registrant as specified in its charter)
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88-0218411
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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200
Queens Quay East, Unit #1,
Toronto,
Ontario, Canada
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 416-362-2121
Not
Applicable
(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
to the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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On
January 14, 2010, Element 21 Golf Company (the “Company”) entered into a
Trademark License and Product Distribution Agreement (“License Agreement”) with
Zeroloft Corp. (“Zeroloft”), effective as of January 1, 2009. Within
the field of sport wear apparel, footwear and related sports specialty items,
the Company obtained: (i) an exclusive license (the “License”) to the Zeroloft
Aspen AerogelsTM
trademarks; and (ii) a limited, worldwide, exclusive right to distribute the
products bearing the Zeroloft Aspen AerogelsTM
Trademark for production and sales of items in such field. The
License Agreement has a term of five years, which term is automatically
renewable for one year terms unless terminated by either party pursuant to a
notice of termination delivered at least ninety days prior to any such
anniversary date, or: (a) by either party in the event the other party
materially breaches the terms and conditions of this Agreement, provided that
the non-breaching party gives the breaching party written notice of any such
breach and the breaching party fails to cure (or fails to take reasonable steps
to cure) such breach within thirty (30) days thereof; (b) by either party in the
event the other party makes a general assignment for the benefit of creditors,
files a voluntary petition in bankruptcy or for reorganization or arrangement
under the bankruptcy laws, if a petition in bankruptcy is filed against such
party, or if a receiver or trustee is appointed for all or any part of the
property or assets of such party, and provided that any such action is not
dismissed within thirty (30) days after such action is initiated; or (c) by a
written agreement executed by the parties. Zeroloft shall have a
right to terminate the License Agreement within ninety days of the Company
making an assignment of its rights or obligations under this License Agreement,
without the written consent of Zeroloft. In consideration for the
License, the Company will issue to Zeroloft $2 million worth of shares of common
stock of the Company (“Shares”) for the period beginning January 1, 2009 and
ending January 13, 2010, at $0.45 cents per Share and, at the sole discretion of
Zeroloft, either: (i) an additional $1 million worth of Shares upon execution of
the License Agreement, at the then market price; or installment payments of
$200,000 per year for five years. Pursuant to the License Agreement,
the Company shall have the right to sublicense and shall pay to Zeroloft a
royalty of 50% of the net license revenue resulting from the manufacture,
distribution or sale of products by sublicensees. A copy of the
License and Product Distribution Agreement is attached hereto as Exhibit
10.1.
On
January 14, 2010, the Company entered into a Management Agreement (“Management
Agreement”) with Zeroloft pursuant to which the Company will render services for
the operation and expansion of Zeroloft’s manufacturing and licensing of its
proprietary, Zeroloft Aspen AerogelsTM
branded weather-resistant fabric, product made of such fabric, thermal
insulation and related insulating fabrics. In consideration for
providing such services, the Company will receive a management fee of
approximately: (i) five percent (5%) on gross receipts of sales of items made of
Zeroloft product with a value of less than two (2) US dollars per square foot,
less royalties; and (ii) ten percent 10% on gross receipts of sales of items
made of Zeroloft product with a value greater than two (2) US dollars per square
foot. The Management Agreement has a one year term which is
automatically renewable, unless terminated by either party: (a) by either party
in the event the other party materially breaches the terms and conditions of
this Agreement, provided that the non-breaching party gives the breaching party
written notice of any such breach and the breaching party fails to cure (or
fails to take reasonable steps to cure) such breach within thirty (30) days
thereof; (b) by either party in the event the other party makes a general
assignment for the benefit of creditors, files a voluntary petition in
bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a
petition in bankruptcy is filed against such party, or if a receiver or trustee
is appointed for all or any part of the property or assets of such party, and
provided that any such action is not dismissed within thirty (30) days after
such action is initiated; or (c) by a written agreement executed by the
parties.. A copy of the Management Agreement is attached hereto as
Exhibit 10.2.
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Item
8.01.
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Other
Information.
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On
January 14, 2010, the Company issued a press release announcing that it had
entered into an exclusive Trademark Licensing and Distribution Agreement with
Zeroloft on January 14, 2010. A copy of such press release is
attached as Exhibit 99.1 hereto.
On
January 19, 2010, the Company issued a press release announcing
that Russell
Outdoors will launch hunting apparel using Zeroloft Aspen AerogelsTM
insulation.
Item
9.01. Financial
Statements and Exhibits.
| 10.1 |
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Trademark License
and Distribution Agreement, dated January 14, 2010, between Zeroloft Corp.
and the Company. |
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| 10.2 |
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Management
Agreement, dated January 14, 2010, between Zeroloft Corp. and the
Company. |
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| 99.1 |
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Press
release, dated January 14, 2010, pertaining to the Company entering into
the License and Distribution Agreement with
Zeroloft
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| 99.2 |
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Press release, dated
January 19, 2010 pertaining to Russell Outdoors launch of
apparel using Zeroloft Aspen AerogelsTM
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This
press release and the statements of representatives and partners of the Company
related thereto contain, or may contain, among other things, certain
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve
significant risks and uncertainties. Such statements may include, without
limitation, statements with respect to the Company’s plans, objectives,
projections, expectations and intentions and other statements identified by
words such as “projects,” “may,” “could,” “would,” “should,” “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans,” or similar
expressions. These statements are based upon the current beliefs and
expectations of the Company’s management and are subject to significant risks
and uncertainties, including those detailed in the Company’s filings with the
Securities and Exchange Commission. Actual results, including, without
limitation, results regarding the Zeroloft license agreement, may differ
significantly from those set forth in the forward-looking statements. These
forward-looking statements involve certain risks and uncertainties that are
subject to change based on various factors (many of which are beyond the
Company’s control).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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ELEMENT
21 GOLF COMPANY
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January
20, 2010
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By:
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/s/ Nataliya
Hearn |
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Name: Nataliya
Hearn |
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Title: Chief
Executive Officer, President and Chairman |
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