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
October 9, 2014
Date of Report (Date of earliest event reported)
ECHO
AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in Charter)
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| Nevada |
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000-53681 |
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98-0599680 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
16000 N. 80th Street, Suite E, Scottsdale, AZ 85260
(Address of Principal Executive Offices)
(855) 324-6288
(Registrant’s telephone number, including area code)
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 2 – FINANCIAL INFORMATION
| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
On September 15, 2014, the Company received a
foreclosure notice from United Fleet Financing (“UFF”). United Fleet Financing, LLC holds a perfected security interest in all of the Borrower’s accounts, inventory, goods, equipment, fixtures, chattel paper, general intangibles,
instruments, documents and other personal property, wherever located, together with proceeds thereof (the “Assets”), by reason of that certain Financing and Security Agreement dated May 20, 2013 (the “Loan Agreement”)
between United Fleet Financing, LLC (“United”) and Echo Automotive, Inc. (the “Borrower”) and the UCC Financing Statement recorded with the Nevada Secretary of State as document number 2013014274-4. The Borrower is in default
under the Loan Agreement and notice of the latest default was delivered to the Borrower on or about August 5, 2014.
United is exercising its rights
to sell substantially all of the Borrower’s Assets. Neither United nor the Borrower is purporting to sell any interest in any asset that is (i) not owned by the Borrower; or (ii) not subject to a first-priority lien in favor of
United. The Assets secure the repayment of the indebtedness of the Borrower to United under the Loan Agreement. Subject to all the terms of this Notice, the Assets will be sold to the highest bidder at a public auction. The auction (the
“Auction”) shall take place on Thursday, October 16, 2014, at 10:00 a.m. PT at the offices of Jennings, Strouss & Salmon, PLC, One East Washington Street, Suite 1900, Phoenix, Arizona 85004.
A copy of this Notice is attached as Exhibit 9.01 to this Form 8-K.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Resignation of Officer
Effective August 1, 2014, the
Company received the resignation of Mr. William Barba from his position as Chief Financial Officer and Secretary of the Company. Mr. Barba resigned due to the Company’s inability to compensate him since joining the Company.
Mr. Barba agreed to assist the Company through August 30, 2014 as a consultant.
Appointment of Chief Financial Officer and Secretary
Upon Mr. Barba’s resignation, the Board appointed Mr. William D. Kennedy as Interim Chief Financial Officer and Interim Secretary.
Prior to his appointment, Mr. Kennedy was, and remains, the Chief Executive Officer of the Company.
Professional History of Mr. Kennedy
Mr. Kennedy is currently the CEO of Echo Automotive, LLC. Mr. Kennedy has held this position since February 2009. Prior to working with Echo
LLC, Mr. Kennedy established RouteCloud in 2008. The first public preview of a solution powered by RouteCloud was demonstrated at www.Protector.com. From 1997 to 2008, Mr. Kennedy held various positions with Vcommerce,
including CEO, President and Chief Technology Officer, a company offering end-to-end eCommerce solution for retailers, including Sony.com, Target.com, Overstock, and many others representing billions in transactions annually. Vcommerce was sold to
Channel Intelligence in 2009. Mr. Kennedy has over 20 years of experience with entrepreneurial business, and in 2001, Mr. Kennedy formed a business incubator, where he has assisted companies in a wide range of industries with financing and
growth objectives. In 1993, he co-founded SalesLogix, a widely used sales-force automation software. Mr. Kennedy founded Vcommerce in 1997, creating the outsourced commerce market space. Mr. Kennedy’s vision and execution led its
platform development, market positioning and strategy. None of the aforementioned companies are a parent, subsidiary or affiliate of the Company, except for Echo Automotive, LLC. Mr. Kennedy studied Mathematics, Computer Graphics &
Music Theory at Syracuse University from 1989 to 1991.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 99.1 |
Notice of Public Sale - Echo and UFF |
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.
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ECHO AUTOMOTIVE, INC.
a Nevada corporation |
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| Dated: October 8, 2014 |
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By: |
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/s/ William D. Kennedy |
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William D. Kennedy |
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Chief Executive Officer |
Exhibit 99.1
NOTIFICATION OF DISPOSITION OF
COLLATERAL UNDER THE ARIZONA UNIFORM COMMERCIAL CODE
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Echo Automotive, Inc. |
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16000 N. 80th St., Suite E |
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Scottsdale, Arizona 85260 |
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| From: |
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United Fleet Financing, LLC |
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c/o Zenfinity Capital, LLC |
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14850 N. Scottsdale Rd., Ste. 295 |
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Scottsdale, Arizona 85254 |
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| Borrower: |
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Echo Automotive, Inc |
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16000 N. 80th St., Suite E |
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Scottsdale, Arizona 85260 |
United Fleet Financing, LLC holds a perfected security interest in all of the Borrower’s accounts,
inventory, goods, equipment, fixtures, chattel paper, general intangibles, instruments, documents and other personal property, wherever located, together with proceeds thereof (the “Assets”), by reason of that certain Financing and
Security Agreement dated May 20, 2013 (the “Loan Agreement”) between United Fleet Financing, LLC (“United”) and Echo Automotive, Inc. (the “Borrower”) and the UCC Financing Statement recorded with the Nevada
Secretary of State as document number 2013014274-4. The Borrower is in default under the Loan Agreement and notice of the latest default was delivered to the Borrower on or about August 5, 2014.
NOTICE OF DISPOSITION
United is exercising its rights to sell substantially all of the Borrower’s Assets. Neither United nor the Borrower is purporting to sell
any interest in any asset that is (i) not owned by the Borrower; or (ii) not subject to a first-priority lien in favor of United. The Assets secure the repayment of the indebtedness of the Borrower to United under the Loan Agreement.
Subject to all the terms of this Notice, the Assets will be sold to the highest bidder at a public auction. The auction (the
“Auction”) shall take place on Thursday, October 16, 2014, at 10:00 a.m. PT at the offices of Jennings, Strouss & Salmon, PLC, One East Washington Street, Suite 1900, Phoenix, Arizona 85004.
At the Auction, the minimum bid for the combined lot of the Assets is $750,000, which shall be paid in cash in immediately available funds,
certified check or cashier’s check, payable to the order of “United Fleet Financing, LLC” at the closing of the sale. The successful bidder shall, in addition to paying the purchase price as set forth in the preceding sentence, be
required to: (i) close on the sale of the Assets no later than 12:00 p.m. PT on Thursday, October 23, 2014; (ii) reimburse United for all reasonable fees, costs and expenses incurred by United in connection with the Auction; and
(iii) in addition to the fees, costs and expenses, pay United interest on the obligations under the Loan Agreement and secured by the Assets incurred through and including the closing date.
United reserves the right to bid at the Auction. In the event United is the successful bidder at the Auction, United shall apply the amount of
its bid as a credit to the indebtedness of the Borrower to United under the Loan Agreement. United shall, however, pay cash for the Assets to the extent that its bid exceeds, if at all, the indebtedness of the Borrower to United under the Loan
Agreement.
United reserves the right, by announcement made at the Auction, to continue the Auction to such
time and place as United, in its sole discretion, may deem fit, or to cancel the Auction. The terms of sale set forth in this Notice may be subject to additional or amended terms to be announced at the time thereof. The Assets will be transferred to
the successful bidder by way of a bill of sale.
Persons desiring other information, may contact counsel for United, Todd Tuggle, Esq.,
Jennings, Strouss & Salmon PLC, (602) 262-5834, during normal business hours.
United reserves all of its rights against the
Borrower for any and all deficiencies on the indebtedness remaining due to United after the Auction.
The Borrower is entitled to an
accounting of the unpaid indebtedness secured by the Assets that United intends to sell for a charge of $25.00. The Borrower may request an accounting by contacting United.
THE ASSETS WILL BE SOLD BY UNITED ON AN AS-IS, WHERE-IS BASIS, WITHOUT RECOURSE, REPRESENTATION OR WARRANTY, WHETHER EXPRESSED OR IMPLIED, AND
WITHOUT ANY WARRANTY RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT, OR THE LIKE IN THIS SALE.
Dated: September 15, 2014
UNITED FLEET FINANCING, LLC
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