Form 8-K for JBI, INC.
16-Feb-2012
Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of
Item 1.01. Entry into a Material Definitive Agreement.On February 10, 2012, we entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Big 3 Packaging LLC (the "Buyer"), effective as of December 31, 2011, pursuant to which Buyer will acquire substantially all of the assets of Pak-It, LLC and Dickler Chemical Laboratories, Inc. (collectively, the "Sellers"), which are subsidiaries of our company engaged in bulk chemical processing. The assets and operations are being sold because they are no longer aligned with our strategic focus on our core Plastic2Oil?, or P2O, business, which converts waste plastics to fuel. The purchase price is $900,000, of which $400,000 is payable in cash at the closing and $500,000 is payable in a single payment on July 1, 2013 pursuant to a non-interest bearing promissory note (the "Note"). In the Asset Purchase Agreement, we made certain representations and warranties regarding the assets of the Sellers and agreed to indemnify the Buyer and its affiliates for breaches of representations and warranties, breaches of covenants and certain other matters. The consummation of the asset sale is subject to certain closing conditions.
The foregoing descriptions of the Asset Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the Asset Purchase Agreement and the Note, attached as Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.On February 14, 2012, we completed the sale of substantially all of the assets of Pak-It, LLC and Dickler Chemical Laboratories Inc., as described in Item 1.01 above. The description of the transaction in Item 1.01 is incorporated herein by reference. |
