12-Jul-2007
Completion of Acquisition or Disposition of Assets, Creation of a Direct Fina
Item 2.01 Competion of Acquisition or Disposition of Assets.
On July 5, 2007, EMTA Holdings, Inc. (the "Company") completed the acquisition of all of the issued and outstanding shares of Dyson Properties, Inc. ("Dyson") from Sandra Dyson, that entity's sole shareholder, under the terms of an agreement dated January 5, 2007, as subsequently amended. The acquisition was made by EMTA Production Holdings, Inc., the Company's wholly-owned subsidiary created specifically for the purpose of holding the Dyson shares ("EMTA Production"). Dyson's assets include approximately 5.03 acres of industrial land, 53,459 square feet of industrial and office space and storage and blending and bottling equipment.
Under the terms of the agreement, the Company assumed control of Dyson's business effective as of January 1, 2007. In March 2007, the Company delivered to the Seller 1,400,000 shares of its common stock and 1,400,000 warrants to acquire a like number of shares at an exercise price of $0.75 per share during the three year period from the Closing Date.
The initial payment of $100,000 was made on January 9, 2007. An additional $150,000 was paid at Closing and the balance of $374,000, represented by a note from the Company is due six months after Closing. In addition, the Seller will be entitled to a royalty agreement for all sales of the Synergyn products for five years at a rate of $0.20 per gallon or $0.20 per pound as the case may be, paid quarterly up to $600,000 during this period and at $0.10 per pound or gallon for the remainder of the term. The Company also entered into an employment agreement with Michael Dyson, spouse of the Seller, to serve as president of the Dyson for five years with a base compensation of $72,000 per year.
Dyson sells its products under the names Synergyn Racing, Synergyn Performance and Synergyn Lubricants. The Synergyn line established in 1987 compliments the Company's Xentx line and provides the Company with manufacturing and distribution capabilities at Dyson's Synergyn plant in Durant, Oklahoma. The Synergyn products are blended for use in the newest NASCAR and NHRA racing engines as well as for personal cars and small trucks. Synergyn also supplies lubrication technologies to commercial, industrial and farming use. They offer 37 products including oils, oil treatments, fuel supplements, grease and gear lubricants, hydraulic fluids and transmission and tractor fluids. The Company's products under the name Xentx, Big Rig and Fusion Lubricants and Clean Boost are marketed primarily to the retail and over the road trucking markets.
Completion of Acquisition or Disposition of Assets, Creation of a Direct Fina
Item 2.01 Competion of Acquisition or Disposition of Assets.
On July 5, 2007, EMTA Holdings, Inc. (the "Company") completed the acquisition of all of the issued and outstanding shares of Dyson Properties, Inc. ("Dyson") from Sandra Dyson, that entity's sole shareholder, under the terms of an agreement dated January 5, 2007, as subsequently amended. The acquisition was made by EMTA Production Holdings, Inc., the Company's wholly-owned subsidiary created specifically for the purpose of holding the Dyson shares ("EMTA Production"). Dyson's assets include approximately 5.03 acres of industrial land, 53,459 square feet of industrial and office space and storage and blending and bottling equipment.
Under the terms of the agreement, the Company assumed control of Dyson's business effective as of January 1, 2007. In March 2007, the Company delivered to the Seller 1,400,000 shares of its common stock and 1,400,000 warrants to acquire a like number of shares at an exercise price of $0.75 per share during the three year period from the Closing Date.
The initial payment of $100,000 was made on January 9, 2007. An additional $150,000 was paid at Closing and the balance of $374,000, represented by a note from the Company is due six months after Closing. In addition, the Seller will be entitled to a royalty agreement for all sales of the Synergyn products for five years at a rate of $0.20 per gallon or $0.20 per pound as the case may be, paid quarterly up to $600,000 during this period and at $0.10 per pound or gallon for the remainder of the term. The Company also entered into an employment agreement with Michael Dyson, spouse of the Seller, to serve as president of the Dyson for five years with a base compensation of $72,000 per year.
Dyson sells its products under the names Synergyn Racing, Synergyn Performance and Synergyn Lubricants. The Synergyn line established in 1987 compliments the Company's Xentx line and provides the Company with manufacturing and distribution capabilities at Dyson's Synergyn plant in Durant, Oklahoma. The Synergyn products are blended for use in the newest NASCAR and NHRA racing engines as well as for personal cars and small trucks. Synergyn also supplies lubrication technologies to commercial, industrial and farming use. They offer 37 products including oils, oil treatments, fuel supplements, grease and gear lubricants, hydraulic fluids and transmission and tractor fluids. The Company's products under the name Xentx, Big Rig and Fusion Lubricants and Clean Boost are marketed primarily to the retail and over the road trucking markets.
