BPOL BlackPoll Fleet International Inc (CE)

 

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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): November 13, 2015

 

BLACKPOLL FLEET INTERNATIONAL, INC.

 

(Exact Name of Registrant as Specified in Charter)

 

Nevada		333-185572		99-0367603
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
610 SW 34th Street, Building 3 Fort Lauderdale International Airport Fort Lauderdale, FL				33315
(Address of principal executive offices)				(Zip Code)

 

Registrant’s telephone number, including area code: (954) 905-6006

 

Copies to:

Thomas Rose, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32^nd Floor

New York, New York 10006

Telephone: (212) 930-9700

 

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:

 

¨

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))

 

 

Item 1.02     Termination of a Material Definitive Agreement

 

BlackPoll Fleet International, Inc. (the “Company”) and WAB International, Inc. (“WAB”) entered into the Rotary Aircraft ACMI Charter Agreement dated December 27, 2014 (the “Agreement”). Pursuant to the terms of the Agreement, the Company agreed to provide WAB with Aircraft. Aircraft means the helicopter(s) and all devices, accessories, equipment, tools, spare parts and consumables, which are installed on or supplied with the aircraft specified in the Agreement and engines. The Agreement was the source of more than half of the Company’s revenues. As a result of the end-user terminating its agreement with WAB, the Agreement was no longer viable, and on November 13, 2015, WAB and the Company entered into a Termination and Mutual Release Agreement terminating the Agreement (the “Termination Agreement”).

 

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01     Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1      Termination and Mutual Release Agreement by and between BlackPoll Fleet International, Inc. and WAB International, Inc. dated November 13, 2015

 

 

 

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.

 

 

	BLACKPOLL FLEET INTERNATIONAL, INC.
Date: November 17, 2015	By:	/s/ Dr. Jacob Gitman, PhD
		Dr. Jacob Gitman, PhD Chief Executive Officer

  

 

 

 

Exhibit 99.1

TERMINATION AGREEMENT AND MUTUAL GENERAL RELEASE

 

This Termination Agreement and Mutual General Release (the “Agreement”) is made, entered into, and given as of the 13th day of November 2015 (the “Effective Date”), by and between BlackPoll Fleet International, Inc., a Nevada corporation (the “Company”) and WAB International, Inc., a Florida corporation (“WAB”). The Company and WAB are at times referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties entered into a certain Rotary Aircraft ACMI Charter Agreement dated as of December 27, 2014 (the “Agreement”);

 

WHEREAS, the Parties desire to terminate the Agreement pursuant to the terms as set forth herein;

 

NOW, THEREFORE, in consideration of the promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

1.        Termination of the Agreement. Notwithstanding anything contained in the Agreement, the Parties agree that the Agreement shall be terminated in its entirety upon the Effective Date.

 

2.        Further Acts. The Parties agree that they will not publicly or privately disparage or criticize each other, or any of their partners, shareholders, members, directors, officers, agents, attorneys or employees. The Parties acknowledge and hereby re-affirm their continued obligation to each other with respect to maintaining the confidentiality of any confidential, privileged, or proprietary information of the other Party to which they had access, and work product, if any, developed, in connection with the Agreement.

 

3.        Mutual Release. (i) WAB, and any entity which WAB maintains a direct or indirect controlling or majority interest, hereby releases and forever discharges the Company, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “Company Releasees”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that WAB, and any entity with which WAB is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against Company Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“Company Claims”); and (ii) the Company, and any entity with which the Company maintain a direct or indirect controlling or majority interest, hereby release and forever discharge WAB, its present and future directors, officers, managers, partners, agents, consultants, employees, representatives, attorneys, and insurers, as applicable, together with all successors and assigns of any of the foregoing (collectively, the “WAB Releasees”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, remedies, reckonings, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature, or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, law, equity, or otherwise, under the laws of any jurisdiction, that the Company, and any entity with which the Company is affiliated or in which it maintains a direct or indirect controlling or majority interest, or their predecessors, officers, directors, partners, employees, agents, legal representatives, successors or assigns, ever had, now has, or hereafter can, shall, or may have, against the WAB Releasees, as set forth above, jointly or severally, for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of the world through, and including, the date of this Agreement (“WAB Claims” and with the Company Claims, the “Claims”). Notwithstanding anything herein to the contrary, the release of the Company Claims and WAB Claims shall not release any claims or responsibilities under this Agreement.

 

 

It is understood and agreed that the Parties hereby expressly waive any and all laws or statutes, of any jurisdiction whatsoever, which may provide that a general release does not extend to claims not known or suspected to exist at the time of executing a release which if known would have materially affected the decision to give said release. It is expressly intended and agreed that this Agreement does in fact extend to such unknown or unsuspected Claims related to anything which has happened to the date hereof even if knowledge thereof would have materially affected the decision to give said release.

 

4.        Assignment. Each Party to this Agreement hereby covenants and represents to the other Party that it has not has assigned, transferred, or otherwise conveyed any of the Claims being released herein.

 

5.        Consideration. Each Party to this Agreement acknowledges that it has received good, valuable and sufficient consideration for entering into this Agreement and further acknowledges and warrants that, except as expressly provided herein, this Agreement shall not be voidable for any reason including, but not limited to, any claim of mistake of fact or the adequacy or inadequacy of consideration.

 

6.        Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

 

7.        Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of New York without regard to the choice of law principles thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City and County of New York in the State of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

 

8.        Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Party to this Agreement will be entitled to specific performance hereunder. Accordingly, the Parties agree that, in addition to any other remedies available to it at law or in equity, any Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.

 

9.        Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

 

10.      Counterparts/Execution. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic file signature page (as the case may be) were an original thereof.

 

11.      Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

12.      Expenses. The parties hereto shall pay their own costs and expenses in connection herewith.

 

13.      Attorneys’ Fees.  In the event that it should become necessary for any Party entitled hereunder to bring suit against the other Party to this Agreement for a breach of this Agreement, the Parties hereby covenant and agree that the prevailing Party shall be entitled to recover all reasonable attorneys’ fees and costs of court incurred in connection with any such dispute.

 

 

14.      Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. No amendment, modification or other change to this Agreement or waiver of any agreement or other obligation of the parties under this Agreement may be made or given unless such amendment, modification or waiver is set forth in writing and is signed by all parties to this Agreement. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

 

15.      Headings. The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

16.      Construction.  Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

 

 

[Intentionally Blank]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

 

 

		WAB International, Inc.
	By:	/s/ Vladimir Shats
		Name: Vladimir Shats
		Title: President
		BlackPoll Fleet International, Inc.
	By:	/s/ Jacob Gitman
		Name: Jacob Gitman
		Title: CEO