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): February 14, 1995
GROW GROUP, INC.
(Exact name of registrant as specified in charter)
New York
(State or other jurisdiction of incorporation)
1-4596 11-1665588
(Commission File Number) (IRS Employer Identification No.)
200 Park Avenue, New York, New York 10166
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 599-4400
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On February 14, 1995, Grow Group, Inc. (the
"Company"), Corimon S.A.C.A. ("Corimon") and Corimon
Corporation entered into a letter agreement among them
relating to the Standstill Agreement, dated July 21,
1992, as amended (the "Standstill Agreement"), and an
amendment to the Registration Rights Agreement among
them, dated August 7, 1992 (the "Registration Rights
Agreement") in order to permit Corimon to enter into
certain transactions with Fidelity Capital & Income Fund
("Fidelity Capital") in connection with Corimon's
proposed investment in Standard Brands Paint Company
("Standard Brands").
The letter agreement relating to the Standstill
Agreement, among other things, (i) extends the term of
the Standstill Agreement for a one-year period, (ii)
consents to the issuance by Corimon Corporation to
Fidelity Capital of $8 million aggregate principal amount
of Exchangeable Preferred Stock which is exchangeable for
516,129 shares of Common Stock of the Company, subject to
customary adjustments, and the potential transfer of such
shares of Common Stock to Fidelity Capital in accordance
with the terms of such Exchangeable Preferred Stock and
(iii) consents to the pledge by Corimon to Fidelity
Capital of up to 1,350,000 shares of Common Stock of the
Company.
The amendment to the Registration Rights
Agreement consents to the assignment to Fidelity Capital
of certain of Corimon's rights, subject to Corimon's
obligations under the Registration Rights Agreement.
Copies of the letter agreement relating to the
Standstill Agreement and amendment to the Registration
Rights Agreement are filed herewith as Exhibits 99.1 and
99.2, respectively, and are incorporated herein by
reference.
The Company and Corimon also entered into an
Agreement relating to various license and distribution
agreements and letters of intent previously entered into
between them (the "Technology Agreements"). The
Agreement provides that neither Corimon nor its
affiliates shall, among other things, utilize any of the
technology which is the subject of the Technology
Agreements outside the territory specified therein or
transfer or disclose such technology to Standard Brands
or permit Standard Brands to use the technology. A copy
of this Agreement is filed herewith as Exhibit 99.3 and
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(a) Financial Statements of Businesses
Acquired:
Not applicable.
(b) Pro Forma Financial Information:
Not applicable.
(c) Exhibits:
99.1 Letter Agreement relating to
Standstill Agreement, dated February
14, 1995, by and among Grow Group,
Inc., Corimon S.A.C.A. and Corimon
Corporation
99.2 Amendment to Registration Rights
Agreement, dated February 14, 1995,
by and between Grow Group, Inc. and
Corimon S.A.C.A.
99.3 Agreement, dated February 14, 1995,
by and between Grow Group, Inc. and
Corimon S.A.C.A. relating to certain
Technology Agreements.
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.
GROW GROUP, INC.
Date: February 22, 1995
By: /s/ Lloyd Frank
Lloyd Frank,
Secretary
Exhibit Index
Exhibit Page No.
99.1 Letter Agreement relating to
Standstill Agreement, dated
February 14, 1995, by and among
Grow Group, Inc., Corimon S.A.C.A.
and Corimon Corporation
99.2 Amendment to Registration Rights
Agreement, dated February 14, 1995,
by and between Grow Group, Inc.
and Corimon S.A.C.A.
99.3 Agreement, dated February 14, 1995,
by and between Grow Group, Inc. and
Corimon S.A.C.A. relating to certain
Technology Agreements.
GROW GROUP, INC.
200 Park Avenue
New York, New York 10166
February 14, 1995
Corimon, S.A.C.A.
Calle Hans Neumann Edf. Corimon
Los Cortijos de Lourdes
Venezuela
Attention: Mr. Arthur Broslat
Chief Financial Officer, and
Gustavo Mata-Borjas, Esq.
General Counsel
Gentlemen:
We refer to the Standstill Agreement dated July 21,
1992, as amended (the "Agreement"), by and among Grow
Group, Inc., a New York corporation (the "Company"), on
the one hand, and Corimon, S.A.C.A., a Venezuelan
corporation ("Corimon"), and Corimon Corporation, a
Delaware corporation and indirect wholly-owned subsidiary
of Corimon (and, together with Corimon, the
"Shareholders"), on the other hand. All capitalized
words or terms used in this letter have the same meanings
ascribed to them in the Agreement unless otherwise
specifically defined herein.
1. Clauses (i) and (ii) of Section 1.2 of the
Agreement are amended in their entirety to read as
follows:
"(i) the date on which directors of
the Company are elected at the
Company's 1996 Annual Meeting of
Shareholders or (ii) October 31, 1996;"
and the remainder of Section 1.2 of the Agreement shall
remain unchanged and in full force and effect.
2. In accordance with Sections 3.1 and 4.1 of
the Agreement, the Company, acting pursuant to the vote
of a majority of the members of its Board of Directors
who are not Shareholder Designees, hereby consents to (i)
the issuance by Corimon Corporation to Fidelity Capital &
Income Fund ("Fidelity Capital") of $8 million aggregate
principal amount of Exchangeable Preferred Stock (the
"Preferred Stock") which is exchangeable for 516,129 of
the Shares of Common Stock owned by the Shareholders,
subject to customary adjustments, in accordance with the
terms of Appendix A hereto captioned "Terms of CRM
Exchangeable Preferred Stock," and (ii) the transfer of
such Shares of Common Stock to Fidelity Capital in
accordance with the terms of the Preferred Stock. The
foregoing consent by the Company is subject to the
condition that, and will not take effect unless, all
proceeds received by the Shareholders in connection with
the sale of the Preferred Stock to Fidelity Capital are
used by the Shareholders to make investments in Standard
Brands Paint Company ("Standard Brands").
3. In accordance with Section 4.1 of the
Agreement, the Company, acting pursuant to the vote of a
majority of the members of its Board of Directors who are
not Shareholder Designees, hereby consents to the pledge
by the Shareholders to Fidelity Capital of up to
1,350,000 of the Shares of Common Stock held by the
Shareholders to secure indebtedness of Corimon
Corporation issued to Fidelity Capital. The foregoing
consent by the Company is subject to the condition that,
and will not take effect unless, all amounts which are
secured by such Shares of Common Stock are used by the
Shareholders to make investments in Standard Brands.
4. The Shareholders represent and warrant to
the Company that, in connection with the transactions
between the Shareholders and Fidelity Capital referred to
herein, (i) the information and disclosures made by the
Shareholders to Fidelity Capital do not contain any
untrue statement of a material fact and do not omit to
state any material fact required to be stated therein or
necessary to make the statements therein not misleading
and (ii) Fidelity Capital and its representatives have
been given the opportunity to ask questions of, and
receive information from, the Shareholders relating to
the Company, its business and prospects. The
Shareholders agree to indemnify and hold harmless the
Company, its officers, directors and affiliates from any
and all liabilities, damages, costs and expenses
(including attorneys fees) arising from or relating to
the transactions between the Shareholders and Fidelity
Capital referred to in paragraphs 2 and 3 hereof,
including, without limitation, any liability under the
federal securities law.
5. This letter, when countersigned by the
Shareholders, will constitute an amendment of Section 1.2
of the Agreement as set forth in paragraph 1 hereof,
consent by the Company to the matters specifically
referred to paragraphs 2 and 3 hereof, and the agreement
of the Shareholders as set forth in paragraph 4 hereof.
Except as otherwise specifically provided herein, the
Agreement will remain in full force and effect.
Very truly yours,
Grow Group, Inc.
By: /s/ Russell Banks
Russell Banks,
President
Agreed to this __ day
of February 1995:
CORIMON, S.A.C.A.
By:/s/ Arthur W.Broslat
Arthur W. Broslat,
Director-Chief Financial Officer
By:/s/ Gustavo Mata-Borjas
Gustavo Mata-Borjas,
Director-General Counsel
CORIMON CORPORATION
By:/s/ Arthur W. Broslat
Arthur W. Broslat, Director
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
AMENDMENT, dated February 14, 1995, by and
between GROW GROUP, INC., a New York corporation (the
"Company"), and CORIMON, S.A.C.A., a Venezuelan
corporation ("Corimon").
W I T N E S S E T H
WHEREAS, the Company and Corimon have entered
into a Registration Rights Agreement dated August 7, 1992
(the "Agreement");
WHEREAS, Corimon Corporation, a Delaware
corporation and a wholly-owned subsidiary of Corimon,
intends to issue to Fidelity Capital & Income Fund
("Fidelity Capital") $8 million aggregate principal
amount of Exchangeable Preferred Stock, which is
initially exchangeable for 516,129 shares of common
stock, $0.10 par value, of the Company, subject to
customary adjustments (such 516,129 shares as adjusted
being referred to herein as the "Shares") in accordance
with the "Terms of CRM Exchangeable Preferred Stock"
annexed hereto as Appendix A; and
WHEREAS, Corimon has requested that the
Agreement be amended to permit Corimon to assign to
Fidelity Capital its registration rights under the
Agreement with respect to the Shares.
NOW, THEREFORE, in consideration of the above
premises and the mutual agreements contained herein, the
parties hereto hereby agree as follows:
1. Notwithstanding the provisions of Section
2(a), 2(b)(ii) and 2(d)(ii) of the Agreement, the Company
consents to the assignment by Corimon to Fidelity Capital
of its rights and obligations under the Agreement
relating to the Shares.
2. The term "Corimon" as used in the
Agreement, where necessary to assign the rights and
obligations of Corimon to Fidelity Capital as it relates
to the Shares, shall be deemed to refer to Fidelity
Capital.
3. Notwithstanding the provisions of clause (i)
of Section 3(a) of the Agreement, in the event the
Current Market Price (as defined in Section 1 of the
Agreement) of the Shares is less than $10,000,000, the
Company will permit Fidelity Capital to register all but
not less than all of the Shares.
4. Nothing contained herein shall require the
Company to effect an aggregate of more than two Demand
Registrations pursuant to Section 3 of the Agreement.
5. Corimon shall give the Company prior written
notice of any assignment by Corimon of its rights and
obligations as contemplated hereby to Fidelity Capital.
IN WITNESS WHEREOF, the parties have caused
this Amendment to be duly executed and delivered by their
respective authorized officers as of the date first
written above.
GROW GROUP, INC.
By: /s/ Russell Banks
Russell Banks, President
CORIMON, S.A.C.A.
By: /s/ Arthur W. Broslat
Arthur W. Broslat,
Director - Chief Financial
Officer
By: /s/ Gustavo Mata - Borjas
Gustavo Mata - Borjas,
Director - General Counsel
Agreement, dated February 14, 1995, by and
between GROW GROUP, INC., a New York corporation
("Grow"), and CORIMON, S.A.C.A., a Venezuelan corporation
("Corimon").
WITNESSETH
WHEREAS, Grow, or its divisions or subsidiaries
(the "Grow Entities"), and Corimon or its divisions,
subsidiaries or affiliates (the "Corimon Entities"), have
entered into or may hereafter enter into various
agreements or letters of intent (collectively, the
"Technology Agreements") providing for, among other
things, (i) the licensing by certain Grow Entities to
specified Corimon Entities of certain technology and
know-how (the "Technology") to manufacture, use and sell
specified products in designated territories and (ii) the
granting of distribution rights to specified Corimon
Entities with respect to certain specified products in
designated territories.
NOW, THEREFORE, in consideration of Grow
entering into two agreements with Corimon dated the date
hereof, one of which relates to certain consents of Grow
pursuant to, and an amendment of, a Standstill Agreement
between Grow, Corimon and Corimon Corporation, a Delaware
corporation, dated July 21, 1992, as amended, and the
other of which amends in certain respects a Registration
Rights Agreement between Grow and Corimon dated August 7,
1992, the parties hereto hereby agree as follows:
1. Corimon hereby agrees on behalf of itself and
the other Corimon Entities that notwithstanding
any contrary or potentially contrary provisions
in any of the Technology Agreements and
notwithstanding any other verbal or written
agreements heretofore made by or on behalf of
any of the Grow Entities and any of the Corimon
Entities, the Corimon Entities shall not (a)
utilize any of the Technology outside the
territory specified in the applicable
Technology Agreement, (b) manufacture, sell or
distribute outside such specified territory any
products which utilize such Technology, (c)
disclose such Technology to any persons not
directly engaged in the manufacture of products
using such Technology in the specified
territory, and (d) in any way transfer, assign
or disclose the Technology to Standard Brands
Paint Company ("Standard Brands") or in any way
permit Standard Brands to use the Technology.
2. The foregoing obligations shall apply
notwithstanding any liquidation, merger,
reorganization, or other corporate action which
might cause Corimon or any other Corimon Entity
to become part of a) any corporation or other
organization which includes the assets or
business of what is now or hereafter the
Standard Brands or b) any other paint company
located in the United States or in any other
jurisdiction throughout the world.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered by their
respective authorized officers as of the date first
written above.
GROW GROUP, INC.
By: /s/ Russell Banks
Russell Banks
CORIMON, S.A.C.A.
By:/s/ Arthur W. Broslat
Arthur W. Broslat,
Director-Chief Financial
Officer
By:/s/ Gustavo Mata-Borgas
Gustavo Mata-Borgas,
Director-General Counsel
