UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported):
May 14, 2008
ORGANIC
TO GO FOOD CORPORATION
(Exact
name of registrant as specified in charter)
Delaware
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0-21061
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58-2044990
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employee Identification
No.)
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3317
Third Avenue South
Seattle,
Washington 98134
(Address
of Principal Executive Offices) (Zip Code)
(206)
838-4670
(Registrant’s
Telephone Number)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
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Entry
into a Material Definitive Agreement
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The
information contained in Item 2.01 is incorporated herein by reference.
Item 2.01
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Completion
of Acquisition or Disposition of Assets.
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On
May
14, 2008, Organic To Go Food Corporation (the “Company”) closed the transactions
contemplated by that certain Agreement of Purchase and Sale of Assets, dated
May
14, 2008, by and among FPO, Inc., a Washington corporation doing business as
“MEL’S MARKET,” “MEL’S DELIVERY,” “JOELLE’S,” “SOUPS DU JOUR” and “SIMON’S”
(“FPO”), Larry J. Hamlin (the “Shareholder”), Organic To Go, Inc., a Delaware
corporation and a wholly owned subsidiary of the Company (“Organic”), and the
Company (the “Agreement”), pursuant to which Organic acquired substantially all
of the assets of FPO (the “Assets”), which owned and operated three restaurants
in Seattle, Washington.
Under
the
terms of the Agreement, the total purchase price was approximately $1.7 million,
consisting of approximately $250,000 to be paid in cash at closing,
approximately $950,000 plus interest to be paid in cash in six (6) quarterly
installments beginning on August 14, 2008, and $500,000 to be paid in 375,375
shares of the Company’s common stock, par value $0.001 (the “Common Stock”), due
10 days after closing.
As
a
condition to closing, Organic and the Shareholder entered into a Consulting
Agreement, dated as of May 14, 2008 (the “Consulting Agreement”), pursuant to
which the Shareholder will provide certain consulting services to Organic for
a
one year period in exchange for a consulting fee of $8,333.33 per month, plus
reimbursement for certain expenses incurred by the Shareholder.
To
secure
Organic’s obligation to pay to FPO the portion of the purchase price consisting
of approximately $950,000 plus interest in cash under the Agreement, Organic
and
FPO entered into a Security Agreement, dated as of May 14, 2008 (the “Security
Agreement”), pursuant to which Organic granted FPO a security interest in all of
the Assets.
The
descriptions of the Agreement, the Consulting Agreement and the Security
Agreement do not purport to be complete and are qualified in their entirety
by
reference to the text of such agreements, which are attached hereto as Exhibits
10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
Item 3.02
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Unregistered
Sales of Equity Securities
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As
is
more fully described in 2.01 above, the Company will issue 375,375 shares of
Common Stock to FPO as partial consideration for the acquisition of the Assets
in connection with the Agreement. The securities will not be registered
under the Securities Act of 1933, as amended (the “Securities Act”), in reliance
upon the exemption set forth in Section 4(2) of the Securities Act and
representations made by FPO in the Agreement.
Item 9.01
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Financial
Statements and Exhibits.
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Exhibit
10.1
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Agreement
of Purchase and Sale of Assets
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Exhibit
10.2
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Consulting
Agreement
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Exhibit 10.3
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Security
Agreement
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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.
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ORGANIC
TO GO FOOD CORPORATION
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Date:
May 22, 2008
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By:
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/s/
Michael Gats
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Michael
Gats
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Chief
Financial Officer
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Exhibit
Index
Exhibit
10.1
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Agreement
of Purchase and Sale of Assets
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Exhibit
10.2
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Consulting
Agreement
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Exhibit 10.3
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Security
Agreement
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