SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
(Amendment and Restatement No. 5)*
REDHAWK HOLDINGS CORP. |
(Name of Issuer) |
Common Stock, $0.001 par value |
(Title of Class of Securities) |
G. Darcy Klug
Beechwood Properties, LLC
Post Office Box 53929
Lafayette, Louisiana 70505
(337)
269-5933 |
(Name,
address and telephone number of person
authorized to receive notices and communications) |
November 13, 2015 |
(Date of event which requires filing of this statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
Rule 13d-1(f) or Rule 13d-1(g), check the following box .o
NOTE: Schedules filed in paper format shall include
a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
————————————————
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes)
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 2 of 9 Pages |
1 |
NAME OF REPORTING PERSONS
Beechwood Properties, LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana |
NUMBER OF |
7 |
SOLE VOTING POWER |
0 |
SHARES
BENEFICIALLY |
8 |
SHARED VOTING POWER |
141,779,477* |
OWNED BY
EACH |
9 |
SOLE DISPOSITIVE POWER |
0 |
REPORTING
PERSON WITH
|
10 |
SHARED DISPOSITIVE POWER |
141,779,477 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
141,779,477
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
37.87%** |
14 |
TYPE OF REPORTING PERSON
OO |
|
|
|
|
|
* Assumes full conversion of the Series A Preferred into common stock at the initial stated value. |
** Based on shares of common stock outstanding as of August 14, 2015 as reported in the Issuer’s Form 10-Q for the transition period ended June 30, 2015, and full conversion of the Series A preferred into common stock at the initial stated value. |
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 3 of 9 Pages |
1 |
NAME OF REPORTING PERSONS
G. Darcy Klug |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) o
(b) þ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
N/A |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF |
7 |
SOLE VOTING POWER |
0 |
SHARES
BENEFICIALLY |
8 |
SHARED VOTING POWER
|
141,779,477* |
OWNED BY
EACH |
9 |
SOLE DISPOSITIVE POWER |
0 |
REPORTING
PERSON WITH
|
10 |
SHARED DISPOSITIVE POWER |
141,779,477 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
141,779,477** |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
37.87%*** |
14 |
TYPE OF REPORTING PERSON
IN |
|
|
|
|
|
* Assumes full conversion of the Series A Preferred into common stock at the initial stated value. |
** G. Darcy Klug, as the sole manager of Beechwood Properties, LLC (“Beechwood”), may be deemed to share voting and investment power over the shares held by Beechwood. |
*** Based on shares of common stock outstanding as of August 14, 2015 as reported in the Issuer’s Form 10-Q for the transition period ended June 30, 2015, and full conversion of the Series A preferred into common stock at the initial stated value. |
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 4 of 9 Pages |
This Amended and Restated Schedule 13D (this “Schedule
13D/A”) amends and restates in its entirety the Amended and Restated Statement on Schedule 13D jointly filed by Beechwood
Properties, LLC and G. Darcy Klug on May 1, 2015 with the Securities and Exchange Commission with respect to the common stock,
$0.001 par value per share of RedHawk Holdings Corp., a Nevada corporation.
Item
1. Security and Issuer.
This statement
relates to the common stock, $0.001 par value per share (the “Common Stock”) of RedHawk Holdings Corp., a Nevada corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 219 Chemin Metairie Road,
Youngsville, Louisiana 70592.
Item 2. Identity and Background.
(a) This
statement is filed by Beechwood Properties, LLC (“Beechwood”) and G. Darcy Klug (together, the “Reporting Persons”).
(b) The
business address of each of the Reporting Persons is Post Office Box 53929, Lafayette, Louisiana 70505.
(c) Beechwood
is a limited liability company organized under the laws of Louisiana, of which Mr. Klug is the sole member and manager. Beechwood
is principally engaged in the business of real estate investments. Mr. Klug is a private investor. The principal business
and office address for each of the Reporting Persons is listed under Item 2(b).
(d) Neither
of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during
the past five years.
(e) During
the past five years, neither of the Reporting Persons has been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction that resulted in (1) such Reporting Person being subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (2) a finding of any
violation with respect to such laws.
(f) Beechwood
is limited liability company organized under the laws of the state of Louisiana and Mr. Klug is a United States citizen.
Item 3. Source and Amount of Funds
or Other Consideration.
On March 31,
2014, the Issuer entered into and closed an Asset Purchase Agreement with American Medical Distributors, LLC (“AMD”). Pursuant
to this Asset Purchase Agreement, the Issuer received certain specific assets, including $60,000 in cash and an exclusive license
and distribution agreement for a consumer grade non-touch thermometer, in exchange for the issuance of an aggregate of 152,172,287
shares of Common Stock (the “Transaction Shares”) to AMD’s four designees (the “Transaction”).
As one of the four designees, Beechwood
was issued a total of 57,064,608 of the Transaction Shares in exchange for its assistance to AMD in the Transaction and its contribution
of $30,000 of the cash consideration, which came from Beechwood’s working capital.
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 5 of 9 Pages |
The remaining Transaction Shares (the “Remaining
Shares”) were issued as follows: (a) 57,064,608 shares were issued to the Schreiber Family Trust – DTD 2/08/95,
with Daniel J. Schreiber as trustee (“Schreiber Trust”); (b) 19,021,536 shares were issued to Paul A. Rachmuth; and
(c) 19,021,535 shares were issued to Howard J. Taylor. In addition, effective with the closing on March 31, 2014, Mr.
Schreiber was appointed as a director of the Issuer and Mr. Taylor was appointed chief executive officer, a director, and chairman
of the board of the Issuer.
The Reporting
Persons purchased an additional 660,000 shares of Common Stock in the open (over-the-counter) market (250,000 shares on October
10, 2014 for $0.0016 per share and 410,000 shares on October 13, 2014 for $0.0016 per share). These purchases were funded
by Beechwood’s working capital.
On February 2, 2015, AMD and the four designees
entered into a Settlement Agreement with Gregory Rotelli, the president, chief financial officer, secretary, treasurer and a director
of the Issuer, related to a dispute among them arising out of the Transaction. Among other terms, the Settlement Agreement provided
that Mr. Rotelli would sell to AMD or one or more of the designees all of his shares of Common Stock, totaling 50,700,000 shares
in the aggregate (the “Settlement Shares”), in exchange for $60,000 (or $0.00118 per share). AMD and the designees
designated Beechwood to be the purchaser of the Settlement Shares, and Beechwood purchased the Settlement Shares pursuant to a
Stock Purchase Agreement between Beechwood and Mr. Rotelli dated as of February 2, 2015 (“Rotelli Stock Purchase Agreement”).
The closing of the purchase of the Settlement Shares was consummated on February 4, 2015. Beechwood’s purchase of the Settlement
Shares was funded by Beechwood’s working capital.
On June 25, 2015, Beechwood entered into
a Stock Purchase Agreement with Paul A. Rachmuth (“Rachmuth Stock Purchase Agreement”) under which Beechwood purchased
all 19,021,536 of Mr. Rachmuth’s shares of Common Stock for an aggregate purchase price of $50,000 (or $0.00263 per share).
The purchase price was funded by Beechwood’s working capital. The transaction was related to pending settlement discussions
among Mr. Rachmuth, AMD, Beechwood, the Schreiber Trust and the Issuer.
On November 13, 2015, Beechwood entered
into an asset purchase agreement with RedHawk Land & Hospitality, LLC, a wholly-owned subsidiary of the Issuer (“RL&H”)
pursuant to which RL&H purchased from Beechwood certain commercial property currently under lease to the State of Louisiana.
The purchase price for the property was $480,000, and was paid by the Issuer assuming $265,000 of long-term bank indebtedness and
the issuance of 215 shares of the Issuer’s newly designated Series A Preferred Stock (“Series A Preferred”).
The Series A Preferred have an initial stated value of $1,000 per Series A Preferred share and accrue dividends at a rate of 5.0%
of the stated value per year. The Issuer has the option to pay dividends in cash or through an increase in the stated value. Following
the six-month anniversary of the issuance of the Series A Preferred, they are convertible into of number of shares of the Issuer’s
Common Stock equal to the then stated value divided by $0.015. Each Series A Preferred is entitled to vote on all matters submitted
to stockholders, at a rate of ten votes for each share of Common Stock into which the Series A Preferred may be converted.
Additionally, on November 13, 2015, Beechwood
and the Issuer entered into a promissory note for a line of credit (the “Line of Credit Note”) in the original principal
amount of $100,000, under which the Issuer may make borrowings. The principal amount outstanding, accrued but unpaid interest and
other fees, costs and expenses of the Line of Credit Note is convertible in to Series A Preferred, at the option of Beechwood,
upon repayment by the Company (whether at the October 31, 2016 maturity date or otherwise) based upon the initial stated value
of the Series A Preferred.
The Reporting Persons expressly disclaim
membership in any group with any person or entity that was issued any of the Remaining Shares or any other person or entity, and
this report should not be deemed an admission that the Reporting Persons are members of any such group for purposes of Section
13 or any other purpose.
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 6 of 9 Pages |
Item 4. Purpose of Transaction.
The Reporting Persons acquired all reported
shares for investment purposes. See also the information disclosed about the Rotelli Stock Purchase Agreement, the Settlement Agreement,
and the Rachmuth Stock Purchase Agreement in Item 3. Pursuant to the Settlement Agreement and as a condition to the purchase of
the Settlement Shares by Beechwood, Mr. Rotelli resigned all of his positions as an officer, director, employee, consultant or
advisor of the Issuer, effective February 4, 2015.
On February 27, 2015, the Issuer’s
board of directors removed Mr. Taylor as chief executive officer of the Issuer and appointed Mr. Schreiber as chief executive officer
and Mr. Klug as chief financial officer and corporate secretary.
As a significant shareholder of the Issuer,
Beechwood may, through Mr. Klug, be involved from time to time in discussions or make proposals or recommendations to the Issuer’s
shareholders, board of directors and senior management that could involve actions such as those listed in items (a) through (j)
of Item 4 of Schedule 13D. As an officer of the Issuer, Mr. Klug participates in deliberations of the Issuer’s senior management
that could involve such actions from time to time, and, in keeping with his fiduciary duty as an officer, may make proposals or
recommendations to the board of directors that could involve such actions from time to time.
At the present time, the Reporting Persons
are in discussions with the Issuer concerning certain corporate changes, including the possible appointment of additional directors
to the board, including the appointment of Mr. Klug and/or his designees; the authorization of additional shares of common stock
and authorization or designation of preferred stock; and the acquisition of assets in other lines of business through newly formed
subsidiaries of the Issuer. The Reporting Persons may, from time to time, acquire additional shares of Common Stock, dispose of
some or all of the shares of Common Stock then owned by them, continue to discuss the Issuer’s business, operations or other
affairs with the Issuer’s management, board of directors, shareholders, or others and take such other actions as they may
deem appropriate.
Except as
disclosed in the preceding paragraphs and below, as of the date of this filing, the Reporting Persons have no plans or proposals
that would relate to or would result in any of the actions referred to in items (a) through (j) of Item 4 of Schedule 13D as currently
promulgated by the Securities and Exchange Commission, specifically: (a) the acquisition of securities of the Issuer or the disposition
of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving
the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend
policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s
charter, by-laws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer
by any person; (h) causing any change in the trading market of any class of securities of the Issuer; (i) a class of equity securities
of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above. The Reporting Persons do, however, reserve the right
to adopt such plans or proposals in the future subject to compliance with applicable regulatory requirements.
Item 5. Interest
in Securities of the Issuer.
(a) As
of the date of this filing, Beechwood and Mr. Klug are the beneficial owners of all 141,779,477 reported shares, representing 37.87%
of the aggregate Common Stock outstanding, assuming full conversion of the Series A Preferred into Common Stock at the initial
stated value.
(b) Beechwood
is the direct owner of all of the reported shares, with the power to vote and dispose of all such shares. However, Mr.
Klug, as the sole member and manager of Beechwood, may be deemed to share voting and dispositive power over all of the reported
shares.
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 7 of 9 Pages |
(c) See
Item 3.
(d) Not
applicable.
(e) Not
applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
In the Rotelli Stock Purchase Agreement,
Beechwood and Mr. Rotelli agreed to mutual indemnities for losses resulting from any breach of a representation or warranty made
by them in the agreement, and in the Rachmuth Stock Purchase Agreement, Mr. Rachmuth agreed to indemnify Beechwood for losses for
a breach of the agreement. Both the Rotelli Stock Purchase Agreement and the Rachmuth Stock Purchase Agreement contained representations
by the sellers in those agreements that the purchased shares were duly authorized, validly paid and non-assessable, and were owned
of record by the sellers free and clear of all encumbrances; and representations by Beechwood that it acquired the shares for its
own account for investment purposes and that the transfer of the shares may be restricted pursuant to federal and state securities
laws.
Other than as disclosed in this Item and
in Item 3, there are no other contracts, arrangements, understandings, or relationships to which any of the Reporting Persons is
a party with respect to securities of the Issuer.
Item 7. Material
to Be Filed as Exhibits.
| A | A written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Exchange Act. |
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 8 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
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November 18, 2015 |
By: |
/s/ G. Darcy Klug |
|
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G. Darcy Klug, an individual |
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Beechwood Properties, LLC |
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November 18, 2015 |
By: |
/s/ G. Darcy Klug |
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G. Darcy Klug, Manager |
|
CUSIP
No.
45343Y205 |
SCHEDULE 13D |
Page 9 of 9 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule
13D/A dated as of November 18, 2015 relating to the shares of common stock, $0.001 par value per share, of RedHawk Holdings Corp.,
to which this Joint Filing Agreement is attached as Exhibit A, shall be filed on behalf of the undersigned.
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November 18, 2015 |
By: |
/s/ G. Darcy Klug |
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G. Darcy Klug, an individual |
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Beechwood Properties, LLC |
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November 18, 2015 |
By: |
/s/ G. Darcy Klug |
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G. Darcy Klug, Manager |
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