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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 5, 2000
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Vermont Pure Holdings, Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 333-45226 03-0366218
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
P.O. Box C, Route 66
Catamount Industrial Park
Randolph, Vermont 05060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (802) 728-3600
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VP Merger Parent, Inc.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
SUMMARY OF TRANSACTION
On October 5, 2000 (the "Effective Time"), Vermont Pure Holdings, Ltd. and
Crystal Rock Spring Water Company, a Connecticut corporation, consummated a
transaction combining the two companies as provided in the Agreement and Plan of
Merger and Contribution among those parties and others dated May 5, 2000 and
amended on August 28, 2000 and September 20, 2000 (as amended, the "Merger
Agreement").
As a result of this transaction, the privately held Crystal Rock Spring
Water Company and the publicly traded company then known as Vermont Pure
Holdings, Ltd. both became wholly owned subsidiaries of a new publicly traded
holding company, originally known as VP Merger Parent, Inc. The former public
holding company changed its name to Platinum Acquisition Corp. Simultaneously,
the new public holding company changed its name to Vermont Pure Holdings, Ltd.
Pursuant to the Merger Agreement, each share of common stock of the former
public holding company was automatically converted into one share of common
stock of the new public holding company. Shareholders of common stock of the
former public holding company are not required to send in their stock
certificates because such certificates are legally considered to represent the
same number of shares of the new public holding company's common stock. All
outstanding stock options and warrants to purchase common stock of the former
public holding company were automatically converted into options or warrants to
purchase the same number of shares, on the same terms, of the new public holding
company's common stock.
At the Effective Time, the seven shareholders of Crystal Rock, all of whom
were members of the Baker family or related family trusts, contributed all of
the outstanding shares of Crystal Rock common stock to VP Merger Parent in
exchange for consideration in the aggregate amount of $64,222,004, consisting of
$10,522,007 in cash, VP Merger Parent's 12% Subordinated Promissory Notes due
2007 in the face amount of $22,600,000 and shares of VP Merger Parent's common
stock valued at $31,099,997 for purposes of the transaction.
At the Effective Time, the new holding company owned 100% of the
outstanding stock of the old holding company and 100% of the outstanding stock
of Crystal Rock. The Crystal Rock shareholders, consisting of members of the
Baker family and related family trusts, owned 49.0% of the outstanding common
stock of the new holding company. The existing shareholders of the old holding
company owned the remaining shares of VP Merger Parent. The shares issued to the
former shareholders of Crystal Rock are subject to a Lock-up Agreement dated
October 5, 2000, which, with limited exceptions, prohibits the sale or transfer
of such shares until October 5, 2001. The former shareholders of Crystal Rock
have the right to cause Vermont Pure to register their shares under the
Securities Act of 1933 at that time.
The shares of VP Merger Parent common stock issued in connection with the
business combination are listed on the American Stock Exchange under the new
name of Vermont Pure Holdings, Ltd. and trade under the symbol "VPS."
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The consideration paid for the Crystal Rock shares was determined in
arm's-length negotiations between Vermont Pure's management and that of Crystal
Rock, and was based upon management's perceptions of the relative value of the
businesses to the combined entity. Duff & Phelps, LLC rendered an opinion to the
shareholders of Vermont Pure as to the fairness, from a financial point of view,
of the transaction.
SOURCE OF FINANCING
In connection with the transaction, Vermont Pure refinanced its existing
debt to provide funds to pay the Crystal Rock shareholders the cash portion of
the consideration owed to them for their shares, and also to finance the
operations of the combined companies. The aggregate amount of the financing is
$36,000,000 of senior debt obtained from Webster Bank of Waterbury, Connecticut.
The loan provides for a term loan of $31,000,000 to consolidate Vermont Pure's
existing debt and to fund the payments to the former Crystal Rock shareholders.
The loan also provides for a line of credit of $5,000,000 to support the working
capital needs of the combined companies. Within the working capital line of
credit, there is a separate limit of $750,000 for the issuance of letters of
credit. All of the subsidiaries of Vermont Pure Holdings, Ltd., the new holding
company, are guarantors of the senior debt.
The loans and subordinated notes are secured by substantially all of
Vermont Pure's assets.
Prior to the business combination, there was no material relationship
between Vermont Pure and Crystal Rock. In connection with the transaction, Peter
K. Baker, John B. Baker and Henry E. Baker, who were shareholders, officers and
directors of Crystal Rock, and Ross Rapaport, who was a shareholder of Crystal
Rock, became shareholders, officers and directors of Vermont Pure. At the
Effective Time, the board of directors of the new holding company consisted of
nine directors: Timothy G. Fallon, Chairman and Chief Executive Officer; David
R. Preston; Norman E. Rickard; Robert C. Getchell; Beat Schlagenhauf; Phillip
Davidowitz (these six individuals all being former directors of the old holding
company); Henry E. Baker, Chairman Emeritus; Peter K. Baker, President and
Director; and Ross S. Rapaport. In addition, John B. Baker became Executive Vice
President of the new holding company.
BUSINESS OF CRYSTAL ROCK
Crystal Rock is a bottled water manufacturer focusing on the still,
non-carbonated segment of the bottled water industry. Crystal Rock's primary
business is the marketing and distribution of Crystal Rock brand of purified and
mineralized drinking water to the home and office delivery markets. Crystal Rock
also sells coffee and other refreshment products and vending services in
Connecticut, New York and Massachusetts. Crystal Rock's business is
complementary to Vermont Pure, and Vermont Pure believes that the combined
organization will be able to capitalize on synergistic opportunities in product
development, marketing and distribution.
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For more information about the business combination and the financing
thereof, see the Merger Agreement.
ITEM 5. OTHER EVENTS.
Successor Registrant
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as
amended, the common stock of Vermont Pure Holdings, Ltd., the new holding
company that was known as VP Merger Parent, Inc., prior to the transaction
described in Item 2 above, is deemed to be registered under Section 12(b) of the
Securities Exchange Act of 1934. The common stock is listed on the American
Stock Exchange.
Vermont Pure Holdings, Ltd., the new holding company, is the successor
issuer to Platinum Acquisition Corp., the current name of the former holding
company which is now a wholly owned subsidiary of Vermont Pure Holdings, Ltd.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired:
The financial statements required by this Item are incorporated by
reference from the Proxy Statement included in the Registration Statement
on Form S-4 filed by VP Merger Parent, Inc. dated September 6, 2000, File
No. 333-45226, beginning on page F-21.
(b) Pro Forma Financial Information:
The pro forma financial statements required by this Item are incorporated
by reference from the Proxy Statement included in the Registration
Statement on Form S-4 filed by VP Merger Parent, Inc. dated September 6,
2000, File No. 333-45226, beginning on page 86.
(c) Exhibits:
2.1 Agreement and Plan of Merger and Contribution by and among Vermont Pure
Holdings, Ltd., Crystal Rock Spring Water Company, VP Merger Parent, Inc.,
VP Acquisition Corp. and the stockholders named therein, dated May 5, 2000,
as amended as of August 28, 2000. (Incorporated by reference from APPENDIX
A to the Proxy Statement included in the Registration Statement on Form S-4
filed by VP Merger Parent, Inc. dated September 6, 2000, File No.
333-45226).
2.2 Amendment to Agreement and Plan of Merger and Contribution by and among
Vermont Pure Holdings, Ltd., Crystal Rock Spring Water Company, VP Merger
Parent,
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Inc., VP Acquisition Corp. and the stockholders named therein, dated as of
September 20, 2000.
4.1 Certificate of Incorporation of VP Merger Parent, Inc. (Incorporated by
reference from Exhibit B of APPENDIX A to the Proxy Statement included in
the Registration Statement on Form S-4 filed by VP Merger Parent, Inc.
dated September 6, 2000, File No. 333-45226).
4.2 Certificate of Amendment of Certificate of Incorporation of VP Merger
Parent, Inc. dated October 4, 2000.
4.3 By-laws of VP Merger Parent, Inc. (Incorporated by reference from Exhibit C
of APPENDIX A to the Proxy Statement included in the Registration Statement
on Form S-4 filed by VP Merger Parent, Inc. dated September 6, 2000, File
No. 333-45226).
4.4 Certificate of Merger of VP Acquisition Corp. into Vermont Pure Holdings,
Ltd. dated October 5, 2000.
4.5 Lock-Up Agreement. (Incorporated by reference from Exhibit N of APPENDIX A
to the Proxy Statement included in the Registration Statement on Form S-4
filed by VP Merger Parent, Inc. dated September 6, 2000, File No.
333-45226. The Lock-Up Agreements are dated October 5, 2000 and executed by
Henry E. Baker, John B. Baker, Peter K. Baker, Ross Rapaport, Trustee U/T/A
dated 12/16/91 F/B/O Joan Baker et al., Peter K. Baker Life Insurance Trust
and John B. Baker Life Insurance Trust).
4.6 Registration Rights Agreement dated October 5, 2000 by and among VP Merger
Parent, Inc. and the former shareholders of Crystal Rock Spring Water
Company named therein.
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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.
VERMONT PURE HOLDINGS, LTD.
By: /s/ Bruce S. MacDonald
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Bruce S. MacDonald
Chief Financial Officer, Vice
President of Finance and Treasurer
Date: October 19, 2000
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger and Contribution by and among Vermont Pure
Holdings, Ltd., Crystal Rock Spring Water Company, VP Merger Parent, Inc.,
VP Acquisition Corp. and the stockholders named therein, dated May 5, 2000,
as amended as of August 28, 2000. (Incorporated by reference from APPENDIX
A to the Proxy Statement included in the Registration Statement on Form S-4
filed by VP Merger Parent, Inc. dated September 6, 2000, File No.
333-45226).
2.2 Amendment to Agreement and Plan of Merger and Contribution by and among
Vermont Pure Holdings, Ltd., Crystal Rock Spring Water Company, VP Merger
Parent, Inc., VP Acquisition Corp. and the stockholders named therein,
dated as of September 20, 2000.
4.1 Certificate of Incorporation of VP Merger Parent, Inc. (Incorporated by
reference from Exhibit B of APPENDIX A to the Proxy Statement included in
the Registration Statement on Form S-4 filed by VP Merger Parent, Inc.
dated September 6, 2000, File No. 333-45226).
4.2 Certificate of Amendment of Certificate of Incorporation of VP Merger
Parent, Inc. dated October 4, 2000.
4.3 By-laws of VP Merger Parent, Inc. (Incorporated by reference from Exhibit C
of APPENDIX A to the Proxy Statement included in the Registration Statement
on Form S-4 filed by VP Merger Parent, Inc. dated September 6, 2000, File
No. 333-45226).
4.4 Certificate of Merger of VP Acquisition Corp. into Vermont Pure Holdings,
Ltd. dated October 5, 2000.
4.5 Lock-Up Agreement. (Incorporated by reference from Exhibit N of APPENDIX A
to the Proxy Statement included in the Registration Statement on Form S-4
filed by VP Merger Parent, Inc. dated September 6, 2000, File No.
333-45226. The Lock-Up Agreements are dated October 5, 2000 and executed by
Henry E. Baker, John B. Baker, Peter K. Baker, Ross Rapaport, Trustee U/T/A
dated 12/16/91 F/B/O Joan Baker et al., Peter K. Baker Life Insurance Trust
and John B. Baker Life Insurance Trust).
4.6 Registration Rights Agreement dated October 5, 2000 by and among VP Merger
Parent, Inc. and the former shareholders of Crystal Rock Spring Water
Company named therein.
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