Monarch Services Inc - Current report filing (8-K)
January 11 2008 - 12:25PM
Edgar (US Regulatory)
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): December 28, 2007
MONARCH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Maryland 000-08512 52-1073628
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation or organization) Identification No.)
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4517 Harford Road, Baltimore, Maryland 21214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 254-9200
N/A
(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 obligations of the registrant under any
of the following provisions:
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On December 26, 2007, Monarch Services, Inc. (the "Registrant") entered
into a Membership Interest Sales and Purchase Agreement (the "Agreement")
with Joseph Bivona, Jr. (the "Buyer"). Pursuant to the Agreement, the
Registrant has agreed to sell to the Buyer 100% of the Registrant's membership
interest in (i) Peerce's Plantation GL, LLC, a Maryland limited liability
company, and (ii) Peerce's Plantation Liquor License, LLC, a Maryland limited
liability company (collectively, the "Membership Interests"). Peerce's
Plantation GL, LLC owns the parcel of land on which Peerce's Plantation
restaurant formerly operated its business. Peerce's Plantation Liquor
License, LLC owns the liquor license used in connection with the restaurant
business known as Peerce's Plantation.
The purchase price for the Membership Interests is $1,600,000. The closing
for the sale of the Membership Interests is scheduled to occur on or before
February 15, 2008. The Buyer's obligations to purchase the Membership
Interests are contingent upon the Registrants representations and warranties
in the Agreement being true and correct in all material respects on and as
of the closing date and all covenants and obligations of the Registrant
being performed on or before the closing date.
The Agreement provides that the Registrant will assist in the transition of
the liquor license from Peerce's Plantation Liquor License, LLC to the Buyer.
In the event the transfer of the liquor license has not been approved by the
Baltimore County Liquor Board prior to the closing of the sale of the
Membership interests, the Buyer will indemnify and hold harmless the
Registrant for any actions that may arise from Buyer's use of the liquor
license.
A copy of the Agreement is attached to this 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits:
10.1 Membership Interest Sales and Purchase Agreement
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MONARCH SERVICES, INC.
Date: January 11, 2008 by: /s/ Jackson Y. Dott
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Jackson Y. Dott
President and CEO
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