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 earliest event reported) December 3, 1996
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VALUE HOLDINGS, INC.
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(exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-15076 59-2388734
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3211 PONCE DE LEON BLVD., CORAL GABLES, FL 33134
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (305) 666-3165
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N/A
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(Former name or former address, if changed since last report)
Item 2. Acquisition and Disposition of Assets
Concurrent with the resignation of the company's president, Anthony
Pallante (see item 5 below), the following certain transactions
were approved by the Board of Directors of Value Holdings, Inc.
Value Holdings will transfer to Mr. Pallante the share of Value
Beverage Corp. and its subsidiaries, The Trade Group, Inc. and
Consolidated Beverage Company. Mr. Pallante will provide the
company with a release relieving the company from any further
obligation to him.
The Board of Directors ratified, affirmed and approved the transfer
of all the shares of Indian Brewing Corporation Limited to 1200473
Ontario Limited in exchange for the payment of US$14,000.00 payable
on or before February 28, 1997. Mr Pallante has an interest in
1200473 Ontario Limited.
Item 5. Other Events.
Anthony Pallante resigned as a president of the company on December
3, 1996 at a previously noticed meeting of the Board of Directors.
The Board of Directors accepted the resignation and passed a
resolution authorizing the transfer of certain assets to Mr.
Pallante as severance compensation (see Item 2 above). Mr. Pallante
and the company agreed to provide mutual releases of liability.
Alison Rosenberg Cohen, vice president of the company, will act as
interim president until a replacement for Mr. Pallante is found.
Item 7. Exhibits
In accordance with Item 601 of Regulation S-K the following
documents are attached hereto as Exhibits.
Exhibit 1. Resolution of the Directors of Value Holdings, Inc.
Exhibit 2. Release and Indemnity
Exhibit 3. Resolution of the Directors of Value Holdings with its
Appendix A
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
VALUE HOLDINGS, INC.
By /s/ Alison Cohen
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Alison Cohen
President
Date: December 9, 1996
RESOLUTIONS OF THE DIRECTORS OF
Value Holdings, Inc.
(the "corporation")
BE IT RESOLVED THAT:
1. Anthony Pallante hereby tenders his resignation as an officer
and director of the corporation and that resignation is hereby
immediately accepted in consideration of the following terms.
2. Anthony Pallante shall be paid the full amount of his employment
contract being $115,000(US) plus outstanding business related
expenses being approximately $11,600 with 15% of the amount
owing to be paid by February 25, 1997 and the balance not later
than June 30, 1997. Anthony Pallante will provide an expense
report in support of his claim for business expenses.
3. Anthony Pallante will receive the second segment of stock as set
out in the previous share exchange agreement.
4. Value Holdings will use its best efforts to obtain a written
release from the Toronto-Dominion Bank on or before December 31,
1996 removing any of Anthony Pallante's personal exposure
relating to the guarantee o the loan/operating line of credit
which was to be paid by Value Holdings, Inc.. Value Holdings,
Inc. will indemnify Mr. Pallante from any personal liability
not withstanding the foregoing, the release will be obtained on
or before June 30, 1997.
5. The corporation will provide Anthony Pallante with a release and
indemnity for any personal liability resulting from his
involvement with the corporation as an officer or director up to
the date of his resignation.
6. In consideration of the above, Anthony Pallante will accept the
transfer of the shares of Value Beverage Corp., and its
subsidiaries, namely, The Trade Group, Inc. and Consolidated
Beverage company which will be transferred to him, or as he may
direct, subject to shareholder ratification at the next
Shareholders Meeting.
7. Upon completion of the matters set out above, mutual releases
will be exchanged for any liabilities relating to Anthony
Pallante's employment or directorship with the corporation
including his written release of any rights to the third
segment of stock.
The foregoing resolutions are hereby passed by the directors of the
Corporation as evidenced by their signatures hereto.
DATED this 3rd Day of December, 1996.
/s/ Alison Rosenberg Cohen /s/ Anthony Pallante
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Alison Rosenberg Cohen Anthony Pallante
/s/ Eugene Bialys /s/ Jeffrey Kurtz
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Eugene Bialys Jeffrey Kurtz
RELEASE AND INDEMNITY
the undersigned (herein called the Releasor, which term includes
successors, heirs, executors, administrators and assigns), in
consideration of the work completed hereby remises, releases and
discharges Anthony Pallante (herein called the Releasee, which
terms includes, successors, heirs, executors, administrators and
assigns) of and from all actions, causes of actions, claims and
demands of every nature or kind arising out of or in any way
related to or connected with the Share Purchase Agreement, his
employment or directorship agrees not to make any claim or to
commence or maintain any action or proceeding against the Release
or its principals.
AND IT IS FURTHER AGREED that the Releasee does not by the payment
aforesaid or otherwise admit any liability to the Releasor and
liability is in fact denied.
AND IT IS FURTHER AGREED that the Releasor agrees to indemnify and
save the Releasee harmless from any and all cause of action,
claims, orders or liabilities of any kind arising from or relating
to his employment or directorship with Value Holdings, Inc.
IN WITNESS THEREOF the Releasor has hereunto set his hand and seal
this 3rd Day of December, 1996.
SIGNED SEALED AND DELIVERED )
in the presence of )
) VALUE HOLDINGS, INC.
)
_______/s/______________ ) Per:/s/_________________
Witness ) Name: Director
) I have the authority to
) bind the Corporation
______/s/_______________ )
Witness )
) Per:/s/_________________
) Name: Director
) I have the authority to
) bind the Corporation
RESOLUTIONS OF THE DIRECTORS OF
Value Holdings, Inc.
(the "corporation")
WHEREAS Indian Brewery Corporation Ltd., was incorporated for the
purpose of holding a license agreement with Indian manufacturing
Limited and 951268 Ontario Limited:
AND WHEREAS the license agreement was negotiated and dated January
1, 1996, the "License Agreement", but Indian Brewing corporation
Ltd. was unable to complete its obligations thereunder;
AND WHEREAS it is and was to the benefit of the corporation to
reduce or remove any prospective liability or accountability for
the terms of the said contract due to its position as Guarantor as
defined in the License Agreement;
BE IT RESOLVED THAT:
1. the transfer of the shareholdings of Indian Brewing Corporation
Ltd. as set out in the Memorandum of Agreement dated October 1,
1996 be affirmed and approved. A copy of the subject memorandum
of Agreement is attached to this Resolution as Appendix "A".
2. It is acknowledged that Anthony Pallante has disclosed that he
will have an interest in the corporation to which the shares of
Indian Brewing Corporation Ltd. are transferred.
The foregoing resolutions are hereby passed by the directors of the
Corporation.
DATED this 3rd Day of December, 1996
/s/ Alison Rosenberg Cohen /s/ Anthony Pallante
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Alison Rosenberg Cohen Anthony Pallante
/s/ Eugene Bialys /s/ Jeffrey Kurtz
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Eugene Bialys Jeffrey Kurtz
APPENDIX "A"
MEMORANDUM
OF
AGREEMENT
TO: Indian Brewing Corporation
144 King Street East
Toronto, Ontario
M5C 1G7
AND TO: Anthony Pallante
1221 Whiteoaks Avenue
Mississaugua, Ontario
L5J 3B8
FROM: Value Holdings, Inc.
DATE: October 1, 1996
RE: Indian Brewing Corporation. Ltd.
The undersigned Value Holdings, Inc. hereby agrees to transfer all
of its shareholdings of Indian Brewing Corporation, Ltd. and all
agreements, licensing or otherwise, to 1200473 Ontario Limited.
Value Holdings, Inc. shall receive from the transferee a written
promise to pay $14,000(US) with payment to be received on or before
February 28, 1997. Value Holdings, Inc. confirms there are no
liens, options or any other rights or encumbrances involving the
issued or unissued shares. It is hereby confirmed such transfer
shall take place without recourse to the transferee (except for the
aforesaid funds owing) or Anthony Pallante who are released from
liability or accountability with respect to the terms or
consequences of the subject transfer. The undersigned agree to sign
further documentation which may be reasonable necessary to effect
the terms of this transfer.
Value Holdings, Inc.
Per:_______/s/____________
I have authority to bind the corporation.
Indian Brewing Corporation Ltd.
Per:_______/s/____________
I have authority to bind the corporation.
__________/s/_____________
Anthony Pallante
personally
