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): October 9,
2009
NEW
CENTURY COMPANIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-9459
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06-1034587
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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9835
Santa Fe Spring Road
Santa Fe
Springs, California 90670
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (562) 906-8455
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 of 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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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¨
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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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¨
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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 Entry Into a Material Definitive
Agreement
On
October 9, 2009, New Century Companies, Inc. (the “Company”) entered into a
Share Exchange Agreement (the “Share Exchange Agreement”) with Precision
Aerostructures, Inc. (“PAI”) and Michael Cabral (“Cabral”) pursuant to which
Cabral, as the sole shareholder of PAI, agreed to transfer to the Company, and
the Company agreed to acquire from Cabral, all of the capital stock of PAI (the
“PAI Shares”) in exchange for 5,000,000 shares of the Company’s common stock
(the “NCCI shares”) and the delivery of promissory note of the Company (the
“Note”) in the principal amount of $500,000 payable from the proceeds of any
equity financing with gross proceeds of al least $2,000,000 provided that the
investors in such financing permit the proceeds thereof to be used
for such purpose. Additionally, at such time (the “Vesting Date”) as
the cumulative net income of PAI is at least $3,000,000 for the period
commencing on January 1, 2010 and ending on October 9, 2012 the Company will
issue to Cabral warrants (“Warrants”) to purchase 3,000,000 shares of NCCI
Common Stock. The Warrants will be for a term of the earlier of three
years from the Vesting Date or January 1, 2014, and shall have an exercise price
of $0.10 per share.
The
foregoing is a summary only of the material terms and provisions of the Share
Exchange Agreement.
ITEM
2.01 Completion of Acquisition or
Disposition of Assets
The
information set forth in Item 1.01 is incorporated herein by
reference. The share exchange contemplated by the Share Exchange
Agreement was consummated on October 9, 2009. There is no material
relationship between the Company, on the one hand, and PAI or Cabral, on the
other hand. PAI is a supplier of precision machined details and
assemblies for aircraft builders. PAI specializes in the engineering
and manufacturing of precision CNC machined multi-axis structural aircraft
components.
ITEM
2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosure in Item 1.01 is incorporated herein by reference with respect to the
Note. Additionally at, and as a condition to, closing an unrelated
party advanced $250,000 to PAI.
ITEM
3.02 Unregistered Sales of Equity
Securities.
The disclosure in Item 1.01 is
incorporated herein by reference. All securities referred to herein
are being issued pursuant to an exemption from the registration requirements of
the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and
Regulation D.
ITEM
9.01 Financial Statements and
Exhibits.
(a) Financial
Statements of Business Acquired
The
required financial statements will be filed by amendment within the time period
set forth in the instructions to Form 8-K.
(b) Pre
Forma Financial Information
The
required financial statements will be filed by amendment within the time period
set forth in the instructions to Form 8-K.
(d) Exhibits
Exhibit No.
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Description
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4.1
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Form
of Warrant
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10.1
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Share
Exchange Agreement among the Company, PAI and Cabral.
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10.2
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Promissory
Note
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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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NEW CENTURY COMPANIES,
INC.
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(Registrant)
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Date: October
12, 2009
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By:
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/s/ DAVID DUQUETTE
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David
Duquette
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President
and Chief Executive
Officer
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INDEX
TO EXHIBITS
Exhibit No.
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Description
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4.1
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Warrant
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10.1
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Share
Exchange Agreement dated as of October 6, 2009 among the Company, PAI and
Cabral
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10.2
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Promissory
Note
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