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) April 8,
2008
Dixie Lee International
Industries, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-
91484
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98-0363723
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|
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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IRS
Employer Identification No.)
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7 Snow Road, Napanee,
Ontario, Canada K7R 0A2
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code
(613)
354-7999
(Former
name or former address, if changed since last report.)
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))
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Item
1.01
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Entry
Into a Material Definitive
Agreement.
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A. Area Franchise
Agreement for the United Kingdom.
On April
8, 2008 the Company entered into a Letter of Intent with Messrs. Khalid Yussuf
and Mohammed Munir to enter into an Area Franchise Agreement for the United
Kingdom. The UK Area Franchise Agreement is under the existing Area
Franchise Agreement between the Company and Mr. Ahmad Nosratabadi who will be
opening his first franchised store in Dubai within 30 days.
Under the
terms of the Letter of Intent, which will be incorporated into the UK Area
Franchise Agreement, Messrs Yussuf and Munir will form a new corporation to be
owned 50% by them and 50% by Mr. Nosratabadi, which corporation will
be the UK Area Franchisee. The UK Area Franchisee will open 70 stores
within the first twelve (12) months after incorporation. It is
anticipated that in order to meet that commitment the approximately 70 existing
stores currently owned by Messrs. Yussuf and Munir will be converted to the
Dixie Lee brand. It is also anticipated that the formal UK Area
Agreement will be entered into within the next 30 days.
B. Reformation of Agreement
of June 15, 2007.
As
previously reported on Form 8-K filed July 6, 2007, on June 15, 2007 the
Company, previously named “Wood Products, Inc.” entered into a certain agreement
with Joseph Murano, the sole shareholder of Dixie Lee Food Systems (U.S.A.)
Inc., whereby the Company acquired all of the issued and outstanding shares of
Dixie Lee Food Systems (U.S.A.) Inc., which thereupon became a wholly-owned
subsidiary of the Company. That original agreement of June 15, is
being reformed
ab
initio
, so that the corrections are effective retroactively to the
original date. The purposes of the reformation are:
(1) to include some omitted entities,
so as to complete the corporation organization structure to include the
international and Canadian operations, as well as the U.S. operations;
and
(2) to remove the inadvertent reference
to a 2% royalty payment.
As of
June 15, 2007 Mr. Joseph Murano was the sole owner and shareholder of,
inter alia
, three (3)
entities:
(1) Dixie Lee Food Systems (U.S.A.),
Inc.;
(2) 1652437 Ontario Ltd. which was the
owner of Dixie Lee Food Systems, Ltd.; and
(3) Dixie Lee Capital
Corporation.
Dixie Lee
Food Systems (U.S.A.), Inc. is the owner of the trademark for “Dixie Lee” in the
United States and was established to pursue franchising in the United States,
primarily in the format of diners. Dixie Lee Food Systems, Ltd. is
the franchisor of approximately (as of April 14, 2008) 31 Dixie Lee franchises
in Canada and is a 50% owner of 1462103 Ontario Ltd. which is the owner of the
trademark for “Dixie Lee” in Canada. Dixie Lee Capital Corporation
was established to franchise and operate company-owned “Dixie Lee” stores
internationally.
The
original agreement, as drafted, covered only Dixie Lee Food Systems (U.S.A.),
Inc., thereby excluding the Canadian and international
operations. Certain documents executed prior to the agreement of June
15, 2007 indicate the Canadian operations were to have been included in the
transaction. In addition, certain infrastructure financing provisions
required that the international operations be included. Accordingly,
a major purpose of the reformation is to include those corporations and their
operations.
During
the negotiations, there were no discussions of any royalty payments to the
shareholder (Mr. Murano); it was Mr. Murano’s intent and understanding that the
transaction for the acquisition of Dixie Lee Food Systems (U.S.A.), Inc. was
solely for the 26,500,000 shares of Common Stock of Dixie Lee International
Industries, Inc. At some point, for some reason unknown to Mr.
Murano, the royalty provision was added. The second purpose of this
reformation, therefore, is to remove that inadvertent
provision. During the period from June 15, 2007 to the date of
execution of this reformation, no payments have been made or accrued; the
provision was being ignored.
C. Acquisition of
Dixie Lee Capital Corporation.
As noted
above, Mr. Murano also owned a corporation named “Dixie Lee Capital Corporation”
which had been organized for the establishment of international
franchises. Although Mr. Murano had not originally agreed to have
that corporation acquired, with the re-analysis which led to the reformation of
the transaction, it became clear that the corporation and the international
business operations had to be made a part of the Company. After
further negotiations, agreement was reached to acquire Dixie Lee Capital
Corporation in a stock-for-stock exchange (“B” Reorganization) for 3,250,000
shares of an “Acquisition Series of Convertible Preferred Stock”, currently
being designated. The shares in the Series: (i) convert into ten (10)
shares of Common Stock and are convertible at the option of the holder; (ii)
vote with the Common Stock as a single class except in the election of directors
and have ten (10) votes per share; (iii) in the election of directors, elect a
majority of the Board of Directors until June 30, 2013, at which time the voting
for directors is treated like other matters submitted to the shareholders for
approval; and (iv) shall receive such dividends as the Board of Directors may
declare from time to time.
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Item
1.02
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Termination
of a Material Definitive Agreement.
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As a part
of the organizational restructuring and the acquisition of Dixie Lee Capital
Corporation, the agreement dated May 6, 2007 between Dixie Lee Food Systems,
Ltd. and Dixie Lee Capital Corporation, pursuant to which the revenues of Dixie
Lee Food Systems, Ltd. and approximately 80% of the liabilities of Dixie Lee
Food Systems, Ltd. were transferred to/assumed by Dixie Lee Capital Corporation
has been terminated.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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Preferred
Stock
On April
8, 2008 the Company issued (in uncertificated form pending formal designation)
3,250,000 shares of its Acquisition Series of Convertible Preferred Stock, which
is in the process of formal designation the Nevada Secretary of State, to Joseph
Murano in exchange for all of the issued and outstanding capital stock of Dixie
Lee Capital Corporation. The issuance of the shares was considered exempt
pursuant to Section 4(2) of the Securities Act of 1933 as amended.
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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In
response to requests from potential investors currently negotiating with the
Company for seats on the Board of Directors, the Board of Directors has amended
Article III, Section 2 of the Bylaws to establish a flexible number of
directors. The Section, as amended, reads:
“SECTION
2. NUMBER
The business and property of the
corporation shall be managed by a Board of not fewer than three (3) nor more
than twenty-one (21) directors, who shall be natural persons of full age, and
who shall be elected annually by the stockholders having voting rights, for the
term of one year, and shall serve until the election and acceptance of their
duly qualified successors. In the event of any delay in holding, or
adjournment of, or failure to hold an annual meeting, the terms of the sitting
directors shall be automatically continued indefinitely until their successors
shall be duly elected and qualified. Directors need not be
stockholders. Any vacancies, including vacancies resulting from an
increase in the number of directors, may be filled by the Board of Directors,
though less than a quorum for the unexpired term. The Board of Directors shall
have full power, and it is hereby expressly authorized, to increase or decrease
the number of directors from time to time without requiring a vote of the
stockholders.”
Mark
Graham, the Company’s Operations Manager for Canada, resigned, effective April
4, 2008. Mr. Graham is also a director of the Company, and remains as
such. His resignation as Operations Manager was not occasioned by any
disagreement with the Company’s operations, policies or practices; he is
pursuing a personal opportunity.
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.
DIXIE LEE
INTERNATIONAL
INDUSTRIES,
INC.
By: /s/ Joseph
Murano
, President
April 14,
2008