This is interesting. Sorry if it's a jumbled mess - lots of links...
On September 30, 2009, the Company purchased 100% of the membership interests of Pak-It, LLC in exchange for $1,200,000 in cash and 625,000 shares and the assumption of $2,665,000 in short and long term debts. Pak-It, LLC owns 100% of the stock of Dickler Chemical Laboratories, Inc. d/b/a DCL Solutions.
sec.gov
· On October 31, 2007, Pak-It, LLC entered into an agreement whereby it borrowed $250,000 for working capital funds. The terms of this agreement were to charge 7.75% interest per annum until maturity on October 31, 2013 with monthly payments of $5,100. This note was paid as of December 31, 2009.
· On October 31, 2007, Pak-It, LLC entered into an agreement whereby it borrowed $750,000 for working capital funds. The terms of this agreement were to charge 13.2% interest per annum until maturity on October 31, 2015. This note was paid as of December 31, 2009.
· On October 31, 2007, Pak-It, LLC entered into an agreement whereby it borrowed $1,250,000 for working capital funds. The terms of this agreement were to charge 10.6% interest per annum until maturity on October 31, 2013. Beginning on the first day of February 2008 and on the first day of each February, May, August, November during the term of this loan, interest only payments, calculated at the annual rate of 8% shall be due and payable on the amount outstanding from time to time. This note was paid as of December 31, 2009.
· Pak-It, LLC has a $1,550,000 credit line available, which is renewable with USAmeriBank (f/k/a Liberty Bank) on an annual basis and carries an interest rate of prime rate of interest plus one-half percent. The Company has renewed this credit line subsequent to the year ended December 31, 2008. This note was paid as of December 31, 2009.
sec.gov
So there's the $2.665 mill in Pak-It debt that JBII subsequently paid with proceeds from the $.80 PIPE. This was owed to USAmeriBank (who merged with Liberty Bank, the original noteholder)
Pak-It LLC lien agreement with Liberty Bank (now USAmeribank) - filed 11/08/2007
floridaucc.com
Termination of the Pak-It LLC / Liberty Bank UCC (now USAmeribank) - filed 3/29/2010
floridaucc.com
Here's what's interesting:
Pursuant to the Agreement, the Company acquired 100% of the issued and outstanding membership units and all of the assets of Pak-It including Pak-It’s wholly owned subsidiary Dickler Chemical Laboratories, Inc., in exchange for the issuance of 625,000 shares of the Company’s common stock and the issuance of two secured promissory notes.
sec.gov
Searching the floridaucc.com site shows one UCC for Pak-It (since terminated) and 3 for Dickler (only one of which was terminated). Dickler Chemical Industries has at least two outstanding UCC's (liens) in both Florida and Pennsylvania:
floridaucc.com
Status: FILED
Date Filed: 12/26/2007
Expires: 12/26/2012
Filings Completed Thru: 02/21/2011
Summary for Filing: 200707297034
Secured Parties Current Secured Parties: 1
Name & Address
LIBERTY BANK
1617 GULF TO BAY BOULEVARD CLEARWATER FL 33755
Debtor Parties Current Debtor Parties: 1
Name & Address
DICKLER CHEMICAL LABORATORIES INC A FLORIDA CORPORATION
221 TURNER STREET CLEARWATER FL 33756
(blanket lien on everything)
floridaucc.com
Status: FILED
Date Filed: 02/18/2009
Expires: 02/18/2014
Filings Completed Thru: 02/21/2011
Summary for Filing: 200900050274
Secured Parties Current Secured Parties: 1
Name & Address
NMHG FINANCIAL SERVICES, INC.
44 OLD RIDGABURY ROAD DANBURY CT 06810
Debtor Parties Current Debtor Parties: 1
Name & Address
DICKLER CHEMICAL LABORATORIES, INC.
4201 TORRESDALE AVE PHILADELPHIA PA 19124
"4. This FINANCING STATEMENT covers the following collateral:
All of the equipment now or hereafter leased by Lessor to Lessee; and all accessions, additions, replacements, and substitutions thereto and therefore; and all proceeds including insurance proceeds thereof."
floridaucc.com
This nugget is also in the JBII/Pak-It acquisition filings:
"4. The Company shall, prior to the expiration of the Letters of Credit currently outstanding, provide substituted collateral for the Letters of Credit (“L/C’s) issued by USAmeribank to secure obligations of Pak-It or its subsidiary to secure certain obligations owed to Larry Dickler (Such L/Cs currently issued and outstanding are presently in the amounts of $559,372 and $120,000 which must be renewed annually in amounts equal to amounts then owed to Larry Dickler pursuant to the promissory note and employment agreement.) The obligation to the Company arising under this paragraph may mature prior to the due date of the Note and Liability Note."
sec.gov |
