SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 07, 2000
TAMBORIL CIGAR COMPANY
(Exact name of registrant as specified in charter)
Delaware 0-22573 65-0774638
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
111 S.W. 3rd Street, Suite 701, Miami, Florida 33130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 305-653-3201
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Table of Contents
8-K
Item 3(b).................................................. 1
EX-2.1..................................................... 4
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Item 3(b). Bankruptcy or Receivership
On December 7, 2000, the United Bankruptcy Court for the Southern District
of Florida (the "Bankruptcy Court") entered an order (the "Order") confirming
the Amended Plan of Reorganization for Debtors under Chapter 11 of the United
States Bankruptcy Code (the "Plan") in the Chapter 11 Cases of Tamboril Cigar
Company ("Tamboril"), Tamboril Cigar International, Inc. ("TCI"), and
Diversified Tobacco Company ("DTC") (collectively "Debtors"). On the Effective
Date of the Plan which shall occur no later than February 15, 2001, Tamboril
will continue to exist as a separate corporate entity and TCI and DTC will be
dissolved. Defined terms not otherwise defined herein shall have the same
meaning ascribed to them as in the Plan. A copy of the Plan dated August 9, 2000
is attached and is incorporated herein by reference. See Ex.-2.1.
The Plan provides that the holders of the Infinity DIP Claim which is an
Allowed Claim, are to receive payment in cash including cash from the Valpersa
Collateral Account in an amount up to the amount of the Infinity DIP Claim.
Holders of Allowed Administrative Expense Claims are to receive the amount of
such holder's Allowed Claim in one cash Payment on the Distribution Date.
Holders of Allowed Priority Tax Claims will receive compensation in the amount
of such holder's Allowed Claim. The holders of Allowed Infinity Secured Claims
are to receive the balance of the available cash remaining after payment of the
Infinity DIP Claim, in an amount equal up to the amount of the Infinity Secured
Claims. Holders of Allowed General Unsecured Claims who elected to be paid from
the General Unsecured Claims Account will receive a pro-rata share of $50,000.
Holders of Allowed Unsecured Claims who elected to be paid from the Valpersa
Collateral Account will receive any remaining cash after the payment in full of
the Infinity DIP Claim and the Infinity Secured Claims. The Infinity Parties who
are holders of Allowed Debenture Claims are entitled to convert their Debentures
into Tamboril Common Stock under the existing terms of the Debentures. The
Infinity Parties who are holders of Allowed Preferred Equity Interests are
entitled to convert their Preferred Equity Interests into Tamboril Common Stock
under the existing terms of the Certificate of Designation of Series B Preferred
Stock of Tamboril Cigar Company. Upon exercising their conversion rights on or
before the Effective Date, the Infinity Parties will own in excess of 90% of the
outstanding Tamboril Common Stock. The existing holders of Tamboril Common Stock
shall retain such interests, subject to the Infinity Parties' exercise of their
conversion rights. All Common Equity Interests in TCI and DTC will be deemed
extinguished and canceled on the Effective Date. All Warrants shall be deemed
extinguished and canceled on the Effective Date.
As of the date of the Order, 13,356,632 shares of Tamboril common stock
were issued and outstanding. Pursuant to its amended Certificate of
Incorporation which will become effective on the Effective Date, Tamboril's
authorized capital stock will consist of 500 million shares of which 400 million
shares are designated as common stock, par value $.0001 per share and 100
million shares of which are designated as preferred stock, par value $.0001 per
share. Upon the Infinity Parties election pursuant to the terms of the Plan to
convert their Debentures and Preferred Equity Interests into Tamboril common
stock the Infinity Parties will own in excess of 90% of the outstanding Tamboril
Common Stock.
No information as to assets and liabilities of the registrants were
provided to the Court as part of the Plan other than the Debtors' Schedules of
Assets and Liability filed with the Bankruptcy Court.
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EXHIBIT INDEX
Exhibit
No. Description
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2.1 Plan of Reorganization filed on August 9, 2000
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TAMBORIL CIGAR COMPANY.
Date: December 22, 2000 By: /s/ Alan Goldberg
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Alan Goldberg
President
