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):
October 7, 2014
SAVICORP
(Exact name of registrant as specified in its charter)
| Nevada |
000-27727 |
91-1766174 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 2530 South Birch Street, Santa Ana, California |
92707 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (877) 611-7284
| |
| (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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive
Agreement
Effective immediately, we have entered into a five-year Exclusive
Master Distribution Agreement with Beijing FlyingGlob Environmental Technology Limited Company, a company established in the People’s
Republic of China (“FlyingGlob”). According to the terms of the Agreement, FlyingGlob will promote, distribute and
sell SaviCorp's signature line of DynoValve® automotive products within its exclusive territory, which is the People's Republic
of China and its Special Administrative Regions of Hong Kong and Macau.
The distribution agreement establishes a minimum annual purchase
volume of 500,000 DynoValve® units during the first year. In support of this requirement, FlyingGlob is to purchase an initial
order of 50,000 units at a price of $8.25 million. FlyingGlob has a duty of best efforts in the distribution of the units throughout
the territory.
During the final four years of the contract, FlyingGlob has
agreed to a minimum purchase of 5.5 million units, for a total minimum order of 6 million units during the five-year term of the
agreement. Purchases are “cumulative,” meaning that the allocation for a succeeding year does not begin until the entire
allocation for the previous year as been completed (even if the allocation takes more than the applicable year to be completed).
We estimate the successful distribution and sale of the 6 million units will produce revenues of approximately $679.5 million.
Per the agreement, if the entire order of 6 million units is completed before the end of the 5 year term, additional sales will
be in an amount and at a discounted price as negotiated by the parties at that time. In addition, the agreement provides for a
$30 million licensing fee to be paid by FlyingGlob to SaviCorp that may be paid over the term of the agreement.
We have the right, under the agreement, to suspend purchase
shipments if required payments become delinquent beyond 15 days. Delinquent payments are subject to a late charge consisting of
interest at a varying prime rate as announced by our banker on the date of delinquency. In addition, we have retained a security
interest in all units sold to FlyingGlob. FlyingGlob will be providing us with quarterly reports detailing the reported quarter’s
sales and distribution results. We have agreed to provide technical support regarding the units as reasonably necessary. FlyingGlob
has agreed to indemnify us from loss arising from their participation in the agreement.
SaviCorp has warranted the units, assuming proper installation,
to be free of defects in material and workmanship for a 5 year period; we have a duty to repair or replace defective units (if
any). There are standard limitations on our warranty such as improper installation, owner abuse or neglect, and damage due to Acts
of God. We may revoke the agreement upon the happening of several events, including, but not limited to, a failure of performance
by FlyingGlob with respect to payment or minimum order provisions, and/or failure to comply with applicable laws, regulations and
the like.
Both parties are to do what they can reasonably to prevent piracy.
FlyingGlob has a limited right to use and protect our trademarks during the term of the agreement. Disputes are to be settled by
alternative dispute resolution within Orange County, CA, USA and arbitration awards can be entered in any court of competent jurisdiction
for enforcement.
ITEM 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year
On October 7, 2014, we filed, with
the Nevada Secretary of State, an “Amendment to the Certificate of Designation of Series A Preferred Stock
of SaviCorp.” The number of authorized shares of Series A Preferred Stock was increased to 28 million. The par value of
$.001 per share and the conversion ratio of one Series A Preferred share into 100 Common Shares remain unchanged.
On October 7, 2014, we
filed, with the Nevada Secretary of State, an “Amendment to the Certificate of Designation of Series B Preferred Stock of
SaviCorp.” The number of authorized shares of Series B Preferred Stock is 1 million. The par value of the shares is $.001
per share and the conversion ratio is one Series B Preferred Share into 10,000 Common Shares.
SECTION 9 – FINANCIAL STATEMENTS
AND EXHIBITS
Item 9.01 Financial Statements and
Exhibits
| | Exhibit No. | Description |
| | | |
| 99.1 | Amendment to the Certificate of Designation of Series A
Preferred Stock of SaviCorp |
| | | |
| 99.2 | Amendment to the Certificate of Designation of Series B
Preferred Stock of SaviCorp |
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, thereunto duly
authorized.
| October 13, 2014 |
SaviCorp |
| |
|
| |
|
| |
By: /s/ Serge Monros |
| |
Serge Monros |
| |
Chairman, CEO |
Exhibit 99.1
Certificate of Amendment to Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
1. Name of corporation:
SaviCorp
2. Stockholder approval pursuant to statute has been obtained.
3. The class or series of stock being amended:
Series A Preferred Stock
4. By a resolution adopted by the board of directors, the certificate of designation is being amended as
follows or the new class or series is:
The authorized number of Series A Preferred shares is increased from 19,000,000 to 28,000,000.
See attached.
5. Effective date of filing: (optional)
6. Signature: (required)
/s/ Serge Monros
Signature of Officer
AMENDMENT TO THE
CERTIFICATE OF DESIGNATION
OF
SERIES A PREFERRED STOCK
OF
SAVICORP
Pursuant to Section 78.195 of the
Revised Statutes of the State of Nevada
SAVICORP, a corporation organized and existing
under the laws of the State of Nevada (the "Corporation"), does hereby certify that, pursuant to the authority conferred
on its board of directors (the "Board of Directors") by its articles of incorporation (the "Articles of Incorporation"),
as amended, and in accordance with Section 78.195 of the Revised Statutes of the State of Nevada ("NRS"), the Board of
Directors (or, as to certain matters allowed by law, a duly authorized committee thereof) adopted the following resolution amending
a series of Preferred Stock of the Corporation designated as "SERIES A Convertible Preferred Stock."
RESOLVED, that pursuant to the authority
conferred on the Board of Directors of this Corporation (the "Corporation") by the Articles of Incorporation, a series
of Preferred Stock, $.001 par value, of the Corporation be and hereby is amended as follows:
PREFERRED STOCK
1. DESIGNATION. This series of Preferred
Stock shall be designated "SERIES A Convertible Preferred Stock" (the "SERIES A PREFERRED STOCK").
2. NUMBER OF SHARES AND PAR VALUE. The
number of shares constituting the SERIES A Preferred Stock shall be equal to 28,000,000. Each share of the SERIES A Preferred Stock
shall have par value of $.001.
3. The authorized number of shares of Preferred
Stock of the Corporation is 40,000,000 and the number of shares constituting the SERIES A Convertible Preferred Stock, consisting
of the shares authorized hereby, is 28,000,000. No other rights or terms of the SERIES A Convertible Preferred Stock are hereby
amended.
IN WITNESS WHEREOF, SAVICORP has caused
this amendment to the certificate to be signed by its President, and its corporate seal to be hereunto affixed and attested by
its Secretary, as of the 19th day of September, 2014.
SAVICORP
By: /s/ Serge
Monros
Serge Monros, CEO Attest:
By: /s/ Rudy
Rodriguez
Rudy Rodriguez, Secretary
Exhibit 99.2
Certificate of Amendment to Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)
1. Name of corporation:
SaviCorp
2. Stockholder approval pursuant to statute has been obtained.
3. The class or series of stock being amended:
Series B Preferred Stock
4. By a resolution adopted by the board of directors, the certificate of designation is being amended as
follows or the new class or series is:
The authorized number of Series B Preferred shares is decreased from 10,000,000 to 1,000,000.
The conversion ratio for the Series B Preferred shares is changed to 10,000 to 1.
See attached.
5. Effective date of filing: (optional)
6. Signature: (required)
/s/ Serge Monros
Signature of Officer
AMENDMENT TO THE
CERTIFICATE OF DESIGNATION
OF
SERIES B PREFERRED STOCK
OF
SAVICORP
Pursuant to Section 78.195 of the
Revised Statutes of the State of Nevada
SAVICORP, a corporation organized and existing
under the laws of the State of Nevada (the "Corporation"), does hereby certify that, pursuant to the authority conferred
on its board of directors (the "Board of Directors") by its articles of incorporation (the "Articles of Incorporation"),
as amended, and in accordance with Section 78.195 of the Revised Statutes of the State of Nevada ("NRS"), the Board of
Directors (or, as to certain matters allowed by law, a duly authorized committee thereof) adopted the following resolution amending
a series of Preferred Stock of the Corporation designated as "SERIES A Convertible Preferred Stock."
RESOLVED, that pursuant to the authority
conferred on the Board of Directors of this Corporation (the "Corporation") by the Articles of Incorporation, a series
of Preferred Stock, $.001 par value, of the Corporation be and hereby is amended as follows:
PREFERRED STOCK
1. DESIGNATION. This series of Preferred
Stock shall be designated "SERIES B Convertible Preferred Stock" (the "SERIES B PREFERRED STOCK").
2. NUMBER OF SHARES AND PAR VALUE. The
number of shares constituting the SERIES B Preferred Stock shall be equal to 10,000,000. Each share of the SERIES B Preferred Stock
shall have par value of $.001. The authorized number of shares of Preferred Stock of the Corporation is 40,000,000 and the number
of shares constituting the SERIES B Convertible Preferred Stock, consisting of the shares authorized hereby, is 10,000,000. The
initial "CONVERSION RATIO" for the SERIES B Preferred Stock is changed to 1,000:1. No other rights or terms of the SERIES
B Convertible Preferred Stock are hereby amended.
IN WITNESS WHEREOF, SAVICORP has caused
this amendment to the certificate to be signed by its President, and its corporate seal to be hereunto affixed and attested by
its Secretary, as of the 22nd day of September, 2014.
SAVICORP
By: /s/ Serge
Monros
Serge Monros, CEO Attest:
By: /s/ Rudy Rodriquez
Rudy
Rodriguez, Secretary