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):
June 10, 2015
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):
£ 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))
Section 3 - Securities and Trading Markets
3.02 Unregistered
Sales of Equity Securities
On June 10, 2015, the Company issued
330 million common shares without restrictive legend to Arnold LaMarr Weese (“Weese”) and 210 million common shares
without restrictive legend to David Kent Moss (“Moss”) (“shares”). The shares were issued to meet a deadline
of June 11, 2015 as part of a settlement of Arnold LaMarr Weese and David Kent Moss, Plaintiffs v. SaviCorp, Inc., Serge V. Monros
and Craig Waldrop, Defendants in The United States District Court For The Northern District Of West Virginia, Civil Action No.;
2;13-cv-41-JPB. A copy of the ORDER APPROVING SETTLEMENT AND DISMISSING CASE dated April 7, 2015 (“Order”) is attached
hereto as an exhibit. As part of the settlement, Weese returned 55 million restricted SaviCorp common shares to the Company and
Moss returned 35 million restricted SaviCorp common shares to the Company. Defendant Craig Waldrop returned 163,949,579 restricted
SaviCorp common shares to the Company as part of the settlement.
SECTION 9 – FINANCIAL STATEMENTS AND
EXHIBITS
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description |
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99.1 |
ORDER APPROVING SETTLEMENT AND DISMISSING CASE dated April 7, 2015 |
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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.
June 12, 2015 |
SaviCorp |
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By: /s/ Serge Monros |
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Serge Monros |
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Chairman, CEO |
Exhibit 99.1
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF WEST VIRGINIA
ARNOLD LAMARR WEESE and DAVID |
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KENT MOSS, |
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Plaintiffs, |
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v. |
Civil Action No.: 2:13-cv-41-JPB |
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SAVICORP, INC., SERGE V. MONROS, |
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and CRAIG WALDROP, |
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Defendants. |
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ORDER APPROVING SETTLEMENT AND DISMISSING
CASE
The parties' Joint Motion for an Order Approving
Settlement and Dismissing the Case ("Motion") came for hearing before the Court on April 6, 2015. Having reviewed the
parties' Motion and written Settlement Agreement, and having heard the facts and argument presented at the hearing, pursuant to
Section 3(a)(10) of the Federal Securities Act of 1933 (15 U.S.C. §77c(a)(10)), it is hereby ORDERED, ADJUDGED and DECLARED
that:
1. On or about
June 6, 2013, Plaintiffs Arnold Lamarr Weese and David Kent Moss ("Plaintiffs") filed a Complaint (the "Complaint")
against Defendants SaviCorp, Inc. ("SaviCorp"), Serge V. Monros ("Monros") and Craig Waldrop ("Waldrop”
and, collectively, "Defendants") asserting claims for Breach of Contract, Fraud, Vicarious Liability and other, related
claims arising out of Plaintiffs' investment of $450,000.00 in SaviCorp in or around 2011. The Complaint sought an award of damages
against Defendants in excess of $2,000,000.00, in addition to attorneys' fees, costs, interest and unspecified punitive damages.
Defendants filed Answers to the Complaint denying liability to the Plaintiffs and asserting various affirmative defenses. The
Court determines the Plaintiffs have asserted bona fide claims against the Defendants and finds that Defendants have not, to date,
paid the amounts allegedly due in connection with Plaintiffs' claims.
2. Having considered the fairness of the
Settlement Agreement and the terms and conditions of SaviCorp's issuance of securities in exchange for the debt and claims described
therein, the Court hereby concludes those terms are sufficiently fair and approves the Settlement Agreement and the terms and conditions
therein.
3. The Court concludes that Plaintiffs had
the right to appear at the above-referenced hearing, were duly served with notice of the hearing and otherwise were not subjected
to any impediments to appearing at the hearing.
4. The Court concludes that the terms and
conditions of the issuance of securities in exchange for the release of the claims described in the Settlement Agreement were negotiated
and agreed upon in good faith for purposes of satisfying and otherwise disposing of Plaintiffs' claims and not for the purpose
of avoiding the securities registration requirements of the Securities Act of 1933 or any other registration requirement provided
by law.
5. The Court finds that Plaintiffs have
agreed to the terms and conditions of the Settlement Agreement and further concludes that those terms are sufficiently fair. The
Court further concludes that the Plaintiffs, acting with the advice and guidance of counsel, have entered into the Settlement Agreement
and agree to be bound by the terms thereof.
6. The Court acknowledges that
Plaintiffs are aware of and understand that in receiving the securities contemplated by the Settlement Agreement, Plaintiffs
will not necessarily have access to all information about SaviCorp which normally would be provided in a registration
statement and that the finding of fairness by this Court of the transaction contemplated in the Settlement Agreement is the
basis for the exemption from registration.
7. In light of the foregoing, SaviCorp is
hereby authorized to cause to be issued to the Plaintiffs the aggregate of Five Hundred Forty Million (540,000,000) shares of unrestricted,
Lively tradable SaviCorp common stock pursuant to 15 U.S.C. §77c(a)(10). Those shares shall be allocated as follows:
a. | | Three Hundred Thirty Million (330,000,000) shares to Plaintiff Arnold LaMarr Weese;
and |
b. | | Two Hundred Ten Million (210,000,000) shares to Plaintiff David Kent Moss. |
8. The Court recognizes that the parties'
ability to have the shares issued to Plaintiffs in a timely manner is a material component of the Settlement Agreement. As such,
SaviCorp, its officers, employees and transfer agent(s) (including Worldwide Stock Transfer, LLC and any other transfer agent whom
SaviCorp shall later designate) are hereby authorized and directed to issue to the Plaintiffs the unrestricted, free trading shares
of SaviCorp common stock (without any restrictive legends) as described herein and in the parties' Settlement Agreement.
9. In light of the foregoing, the Court
will, by separate order, dismiss this case, with prejudice, but will reserve jurisdiction over the parties to enforce the terms
of the Settlement Agreement. The parties are directed to give notice, within seven (7) days of this Order, that the required releases
have been executed, and the license agreement provided, at which point the dismissal order will be entered.
IT IS SO ORDERED.
Dated: 4-7-2015
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/s/ John Preston Bailey |
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Hon. John Preston Bailey |
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United States District Judge |