8-K
Marygold Companies, Inc. (MGLD)
U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report: July 1, 2020
Concierge Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Nevada 000-29913 90-1133909<br> (state of incorporation) (Commission File Number) (IRS Employer I.D. Number)<br><br> <br>1202 Puerta Del Sol<br><br> <br>San Clemente, CA 92673<br> Tel. (949) 429-5370<br><br> <br>Fax. (888) 312-0124 |
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class of Security | Trading Symbol | Name of Exchange on Which Registered |
|---|---|---|
| - | - | - |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
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On July 1, 2020, Concierge Technologies, Inc., a Nevada Corporation (“Concierge”), through its wholly owned subsidiary, Gourmet Foods Limited, a New Zealand corporation (“Gourmet Foods”), completed the closing of that certain Agreement for Sale and Purchase of Shares and Current Account (as amended, the “Agreement”) entered into on March 10, 2020, and amended on March 23, 2020, with Graham Eric Eagle, Linda Janice Eagle, and Stephen Peter Lunn as Trustees of the GE and LJ Eagle Family Trust (the “Sellers”) to purchase all rights, title and interest in the printing business carried on by the Sellers known as Printstock Products Limited (“Printstock”) in exchange for a cash purchase price of NZ$1,900,000 (approximately US$1,200,000) (the “Purchase Price”). Refer to the Company’s previous current reports on Form 8-K filed on March 16, 2020 and March 23, 2020 for detailed information on the transaction.
To insure the performance of Gourmet Food’s financial responsibilities under the terms of the Agreement, Concierge agreed to make a loan to Gourmet Foods ofNZ$1,110,000 (approximately US$700,000) at 0% interest with no maturity date to be used for the Purchase Price.
All defined terms not otherwise defined herein shall have the meaning as set forth in the Agreement. The conditions to the Closing as described in Section 8 of the Agreement have been fully satisfied. As such, the transaction closed on July 1, 2020 (the “Closing Date”) following all parties’ compliance with the closing conditions set forth in the Agreement. As a result of the transaction closing, Gourmet Foods became the sole shareholder of Printstock.
The foregoing description of the Agreement is not complete and is subject to and qualified in its entirety by reference to the copy of the Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 16, 2020, which is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
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The information provided in response to Item 2.01 of this report is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events |
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On July 6, 2020, the Company issued a press release announcing the closing of the Agreement. The press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
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(d) Exhibits.
Exhibit No. Description
| 10.1 | Form of Agreement for Sale and Purchase of Shares and Current Account Graham Eric Eagle, Linda Janice Eagle, and Stephen Peter Lunn as Trustees of the GE and LJ Eagle Family Trust as to 266,850 shares, and Graham Eric Eagle of Napier, Company Director, as to 29,650 shares. (1) |
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| 99.1 | Press Release of Concierge Technologies, Inc., dated July 6, 2020. (2) |
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(1) Previously filed as exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 16, 2020 and incorporated herein by this reference.
(2) Filed herewith.
SIGNATURES
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.
Date: July 6, 2020
CONCIERGE TECHNOLOGIES, INC.
By: /s/ Nicholas Gerber
Nicholas Gerber
Chief Executive Officer
ex_192918.htm
Exhibit 99.1
| Investors and media,<br><br> <br>for more information, contact: |
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| Roger S. Pondel<br><br> <br>PondelWilkinson Inc.<br><br> <br>310-279-5980<br><br> <br>rpondel@pondel.com |
Gourmet Foods , Concierge Technologies’ New Zealand **** Subsidiary ,
Acqui res Printstock Products
Transaction Expands Concierge’s ****** P rofitable ****** Presence in the NZ Foodservice Sector
San Clemente, Calif., July **** 6 , 20 20—Concierge Technologies, Inc. (OTCQB: CNCG) today announced that its wholly owned subsidiary, Gourmet Foods Limited, has completed the acquisition of Printstock Products Ltd., a New Zealand-based printer of custom labeled food packaging products, for NZ$1.9 million, or approximately US$1.2 million, in cash.
Printstock will continue to operate under its current management team, led by Graham Eagle, Managing Director, who founded the company in 1983. Printstock supplies a number of food and confection manufacturers in New Zealand and Australia with custom printed packaging, produced on state-of-the-art color printing presses from their facility in Napier, New Zealand.
Gourmet Foods, a commercial-scale bakery, which produces and distributes approximately 300,000 meat pies and related items per month throughout New Zealand, is a long-time customer of Printstock. Consolidated annual revenues for the combined entities are expected to top NZ$10 million, equal to approximately US$6.5 million, for the coming fiscal year.
"We are always looking to acquire profitable, sustainable, companies with management in place, particularly in the industries where we already have a presence,” said Nicholas Gerber, Chief Executive Officer of Concierge Technologies. “With Printstock, we found a perfect fit, that as well, allows us to increase profitability through vertical integration, giving us the ability to eliminate a major external link in Gourmet Foods’ supply chain.”
“The addition of Printstock represents a further example of the commitment to the growth of our operating subsidiaries within their respective sectors,” said David Neibert, Chief Operations Officer of Concierge Technologies. “This acquisition was penned in 2019, then delayed due to the pandemic, which was not our ideal timeline. However, even in these challenging times of COVID-19 lock-downs, Gourmet Foods and Printstock have been in continuous operation and profitable. We are looking forward to the time when restrictions are lifted, and we can continue our growth initiatives in New Zealand and elsewhere in a more timely manner,” Neibert added.
A bout Printstock
Printstock, https://www.printstocknz.com/, delivers effective “one-stop” marketing-oriented packaging solutions for its long list of customers, which represent some of the most respected food brands in New Zealand and Australia. The company offers cost-effective, attractive and results-driven packaging products made from paper, aluminum foil and packaging film. Its full range of customized services includes strategy, creative and production, with in-house capabilities for multi-colored flexographic printing, laminating and embossing.
About Gourmet Foods
Gourmet Foods, https://gourmetfoodsltd.co.nz/, acquired by Concierge Technologies in August 2015, is a commercial-scale bakery that produces and distributes iconic meat pies throughout New Zealand under the brand names Pat’s Pantry and Ponsonby Pies.
About Concierge Technologies
Concierge Technologies, www.conciergetechnology.net, founded in 1996, was repositioned as a global holding firm in 2015, and currently has operating subsidiaries in financial services, food manufacturing, security systems and beauty products. Offices and manufacturing operations are in the U.S., New Zealand and Canada.
F orward-Looking Statements
This press release may contain "forward-looking statements" that include information relating to Concierge Technologies’ future events and future financial and operating performance. Such forward-looking statements, including, but not limited to, increasing profitability and further growing the company’s business because of the Printstock transaction, should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
For a more detailed description of the risk factors and uncertainties affecting Concierge Technologies or its subsidiary companies, and more detailed information about the individual operating entities, please refer to the Company's Securities and Exchange Commission filings, which are available on the Company’s website, (http://www.conciergetechnology.net), or at www.sec.gov.