Form 8-K/A for NATIONAL WASTE MANAGEMENT HOLDINGS, INC.

7-Jan-2016

Entry into a Material Definitive Agreement, Completion

Item 1.01. Entry into a Material Definitive Agreement The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.

 

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 1, 2015, National Waste Management Holdings, Inc. (the “Company”) entered into two Partnership Purchase Interest Agreements (the “Agreements”) with National Waste Management, Inc., (“National Waste”), a Florida corporation and PDA Management Corp., a Nevada corporation qualified to do business in Florida (“PDA”, and together with National Waste, the “Sellers”) whereby the Company effectively acquired 100% interests in Gateway Rolloff Service, L.P. (“Gateway”), a Nevada limited partnership qualified to do business in Florida. Pursuant to the terms of the Agreements, in exchange for 100% of the outstanding partnership interests in Gateway, the Company (i) agreed to pay PDA $450,000 in cash and 750,000 shares of common stock of the Company and (2) issued National Waste 1,650,000 shares of common stock of the Company.Headquartered in Odessa, Florida, Gateway Rolloff Services, L.P. (“Gateway”) is a portable dumpster service with pick up and drop off collection, specializing in the removal of debris, garbage, waste, hauling construction, and demolition debris. With thirty years of experience in waste management, Gateway provides customized services to its customers. Equipped with new and well-maintained dumpsters and trucks with containers of various sizes, Gateway is able to provide same day service as well as priority and emergency dispatch.Immediately upon signing the Agreement with PDA, National Waste and Gateway entered into an employment agreement (the “Employment Agreement”) to employ Paul Simon as the general manager of Gateway, who shall perform the functions and responsibilities customary of that position. Without Employee’s advance written approval, National Waste and Gateway agreed not, directly or indirectly, (a) to assign to Mr. Simon employment duties that are inconsistent with those customarily associated with the responsibilities of a general manager, (b) require a change in the location of Mr. Simon primary business office outside of the Tampa Bay Metropolitan Area, (c) change Mr. Simon’s employment duties, office facilities, or secretarial support in a way that materially diminishes the prestige or responsibilities of Mr. Simon’s corporate titles or offices.The Agreements and the Employment Agreement are filed hereto as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements and the Employment Agreement are subject to, and qualified in its entirety by, the Agreements and the Employment Agreement attached hereto, which are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business Acquired.Financial statements of Gateway including related notes and independent accountant’s report are attached hereto as Exhibit 99.1 and are incorporated herein by reference.(b) Pro Forma Financial Information.Unaudited pro forma consolidated financial information reflecting the Gateway acquisition, including related explanatory notes, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

(d) Exhibits.

 

Exhibit No.   Description
10.1          Partnership Interest Purchase Agreement, dated November 23, 2015 between
              PDA Management Corp. and National Waste Management Holdings, Inc.*
10.2          Partnership Interest Purchase Agreement, dated December 1, 2015 between
              National Waste Management, Inc. and National Waste Management Holdings,
              Inc.*
10.3          Employment Agreement, dated November 23, 2013 between Paul Simon and
              Gateway Rolloff Service, L.P*
99.1          Gateway Rolloff Services, LP Financial Statements as of September 30,
              2015 (unaudited) and December 31, 2014 and 2013 (audited), including the
              notes thereto.
99.2          Unaudited Pro Forma Consolidated Financial Data for the acquisition of
              Gateway.

*Exhibits incorporated by reference to the Form 8-K, filed on December 4, 2015.