Form 8-K Home System Group

Events or Changes Between Quarterly Reports

What is Form 8-K?
  • Accession No.: 0001437749-09-002090 Act: 34 File No.: 000-49770 Film No.: 091251942
  • CIK: 0001172319
  • Submitted: 2009-12-21
  • Period of Report: 2009-12-18

CURRENT REPORT HTML

homesystem_8k-121809.htm



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 18, 2009
 
HOME SYSTEM GROUP
(Exact name of registrant as specified in its charter)

Nevada
000-49770
43-1954776
(State or other jurisdiction of
(Commission File Number)
(IRS Employer Identification No.)
incorporation or organization)
   

Oceanic Industry Park
Sha Gang Highway, Gang Kou Town, Zhongshan City
Guangdong Province, P.R. China
(Address of principal executive offices)

347-624-5699
(Registrant’s telephone number, including area code)
 
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 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

As disclosed on the Current Report on Form 8-K by Home System Group, a Nevada corporation (the “Company”), filed on September 23, 2008, the Company entered into a Stock Purchase Agreement (the “Original Agreement”) on that date with Asia Forever Investment Limited (“Asia Forever”) and Asia Forever’s shareholders (the “Shareholders”), pursuant to which the Company agreed to acquire 100% of the ownership interests in Asia Forever from the Shareholders for RMB 270 million (approximately $39.5 million) (the “Purchase Price”).  On October 1, 2008, the Company completed its acquisition of Asia Forever.

Pursuant to the Original Agreement, the obligation to pay the Purchase Price is evidenced by non-interest-bearing, unsecured promissory notes (the “Notes”) delivered by the Company to each of the Shareholders at the closing.  Pursuant to the Notes, 25% of the Purchase Price was due and payable on December 31, 2008, and the remaining 75% was to be paid in three equal installments on June 30, 2009, December 31, 2009 and June 30, 2010, with the provision that all amounts due under the Notes would become immediately due and payable after an event of default.  At the closing of the acquisition of Asia Forever, the Company pre-paid part of the first installment due on December 31, 2008 under the Notes in the amount of RMB 55 million.  On June 30, 2009, the Company entered into a Supplement Agreement on Acquisition Payment (“Supplement Agreement”) with the Shareholders, which amended the payment terms as set forth in the Original Agreement.  Such revised payment terms would satisfy all payments due under the Notes for the December 31, 2008 and June 30, 2009 installments.

On December 18, 2009, the Company executed an amendment to the Notes (the “Amended Note”) to defer the final installment of the payment of the Purchase Price due on June 30, 2010 under the Notes that the Shareholders received in the Company’s acquisition of Asia Forever.  Pursuant to the Amended Note, the Shareholders agreed that the Company could defer the payment to them of RMB 67.5 million that was originally due on June 30, 2010 to June 30, 2011.  The Company will pay the Shareholders a total of $100 as consideration for this deferral.

A copy of the Amended Note described above is filed as Exhibits 10.1 and the above summary of the agreement is qualified in its entirety by reference to such Amended Note, which is incorporated herein.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
 
See Item 1.01 above, incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
 
Exhibit No.
 
Description
10.1
 
Amendment No.1 to Senior Promissory Notes dated December 18, 2009.


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.
 
   
HOME SYSTEM GROUP
       
       
Date: December 21,  2009
 
By:
/s/ Yu Lei
     
Yu Lei
Chief Executive Officer
       
 
 
 

EXHIBIT INDEX

Exhibit No.
 
Description
10.1
 
Amendment No.1 to Senior Promissory Notes dated December 18, 2009.


AMENDMENT NO. 1 TO SENIOR PROMISSORY NOTES HTML

ex10-1.htm

Exhibit 10.1
 
AMENDMENT NO.1 TO SENIOR PROMISSORY NOTES
 
This Amendment No.1 to Senior Promissory Notes (this “Agreement”) is entered into by and between Home System Group, a Nevada Corporation (the “Company), Liming Jiao and Xiaohong Chen on the 18th day of December, 2009 (the “Effective Date”), amending certain provisions of those certain Senior Promissory Notes dated October 1, 2008 (each, a “Note” and together, the “Notes”).  All capitalized terms used, but not defined herein, shall have the meanings given to them in the Notes.
 
RECITALS
 
WHEREAS, the parties to this Agreement are parties to that certain Stock Purchase Agreement dated as of September 23, 2008, pursuant to which Liming Jiao and Xiaohong Chen (collectively, the “Asia Forever Former Shareholders”) each purchased Notes from the Company;
 
WHEREAS, the Company and the Asia Forever Former Shareholders desire to amend the payment provision of the Notes as described in this Agreement;
 
WHEREAS, the Company has offered, in consideration for said amendment, to pay a forbearance fee of $50 to each of the Asia Forever Former Shareholders; and
 
WHEREAS, the Company and the Asia Forever Former Shareholders have consented to the proposed amendment and forbearance fee.
 
NOW, THEREFORE, in consideration of the foregoing and the respective representations, covenants and agreements set forth below, the parties agree as follows:

AGREEMENT
 
1.           Amendment of Notes.  The payment provision in paragraph 3 of the Notes shall be restated in its entirety as follows:
 
“The principal indebtedness evidenced by this Note shall not bear interest.  Principal shall be payable as follows:  25% payable on or before December 31, 2008, the remaining principal amount to be repaid in three semi-annual installments with the final installment and balance under this Note due on or before June 30, 2011 (the “Maturity Date”).”
 
2.          Consideration.  As consideration for the Asia Forever Former Shareholders’ agreement in Section 1 of this Agreement, the Company will pay to the Asia Forever Former Shareholders a total of One Hundred U.S. Dollars ($100), which shall be paid in cash or by check.
 
3.           No Other Changes.  All other terms of the Notes shall remain the same.

4.           Complete Agreement.  This Agreement together with the Notes contains a complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof.

[Signature Page Follows]
 
 
 

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date noted above.
 
   
             
HOME SYSTEM GROUP
     
             
By:
Yu Lei
       
Name:
Yu Lei
       
Title:
Chief Executive Officer
       
             
             
ASIA FOREVER FORMER SHAREHOLDERS:
       
             
     
             
By:
Liming Jiao
 
By:
Xiaohong Chen
Name
Liming Jiao
 
Name:
Xiaohong Chen

 
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