deervalley8k111907.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November 19, 2007
DEER
VALLEY CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Florida
|
00114800
|
20-5256635
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
|
|
|
Identification
Number)
|
4218
W. Linebaugh Avenue, Tampa, FL
|
33624
|
(Address
of principal executive offices)
|
(Zip
code)
|
(813)
885-5998
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report)
Check
the
appropriate box below of the Form 8-K if the filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the
following provisions (see General instruction A.2. below):
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
|
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2)(b)
|
|
|
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)).
|
Unless
otherwise indicated or the
context otherwise requires, all references below in this Current Report on
Form
8-K to “we,” “us,” “Deer Valley” and the “Company” are to Deer Valley
Corporation, a Florida corporation, together with its wholly-owned subsidiary,
Deer Valley Homebuilders, Inc., an Alabama corporation. Specific
discussions or comments relating to Deer Valley Corporation will reference
the
“Deer Valley Corporation,” and those relating to Deer Valley
Homebuilders, Inc. will be referred to as “DVH.”
Item
1.01 Entry into a Material Definitive
Agreement
On
November 19, 2007, the Company
entered into an amendment to the Earnout Agreement dated January 18, 2006,
with
the original founders (the “Founders”), now the core operating management for
the Company’s wholly owned subsidiary, Deer Valley Homebuilders, Inc. (the
“Earnout Amendment”).
In
exchange for the elimination of
future performance based cash accruals that were expected to total an additional
$2 million over the next 12 to 36 months, the Company will issue to the Founders
two million shares of Deer Valley’s common stock. In addition, accrued
liabilities, expected to have totaled approximately $2.75 million by December
31, 2007, will be paid to the Founders just prior to year end. The
common stock will be held in escrow for a period of approximately three and
one
half years. The final number of shares released to recipients may be reduced
in
accordance with vesting requirements if the original earnout criteria is not
met. For those shares that are ultimately released, if the open
market price of the shares at the time of the release should be less than
$1.00/share, the Company has agreed to either issue additional shares or pay
a
cash amount equal to the difference between $1.00 and the share
price.
Item
3.02 Unregistered Sales of Equity
Securities
See
Item 1.01 above for description of
unregistered securities issued by the Company and placed in escrow by the
Founders. The issuance of such common stock was effected in reliance
on the exemptions for sales of securities not involving a public offering,
as
set forth in Rule 506 promulgated under the Securities Act, as amended, and
in
Section 4(2) of the Securities Act, as amended.
Exhibit
No.
|
Description
|
|
|
10.1
|
First
Amendment to Earnout Agreement dated November 19, 2007
|
|
|
10.2
|
Escrow
Agreement dated November 19, 2007
|
|
|
99.1
|
Press
release titled “Deer Valley Corporation Modifies Earn-Out Agreement To
Reduce Accrued Liabilities and To More Tightly Align Management Incentives
With Increasing Share Value”
|
SIGNATURE
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.
|
DEER
VALLEY CORPORATION
|
|
|
|
|
|
By: /s/
Charlie Masters
|
|
Name: Charles
G. Masters
|
|
Title: President,
Chief Executive Officer
|
|
Dated: November
21, 2007
|