UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) August 25, 2005
ALEC BRADLEY CIGAR CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 000-32137 65-0701352
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3400 S.W. 26th Terrace, Suite A-1, Dania, Florida 33312
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(Address of Principal Executive Office) (Zip Code)
(954) 321-5991
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(Registrant's telephone number, including area code)
N/A
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(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:
[ ] 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 August 25, 2005, Alec Bradley Cigar Corporation (the "Company")
entered into a share exchange agreement to acquire Online Vacation Center
Holdings, Inc., a Florida corporation. The Company intends to acquire all of the
outstanding common stock of Online Vacation Center Holdings through a share
exchange with the shareholders of Online Vacation Center Holdings. In
consideration for the exchange, the Company will issue the shareholders of
Online Vacation Center Holdings 15,000,000 shares of the Company's restricted
common stock.
In connection with the acquisition, the Company would sell all of its
assets which consist of its current cigar importing and distribution operations.
These assets would be sold to Alan Rubin, the chief executive officer and
principal shareholder of the Company. The asset purchase agreement provides for
the sale of all of the assets of the Company to Alan Rubin for a total purchase
price of 2,700,000 shares of the Company's common stock owned by Mr. Rubin. In
addition, Mr. Rubin would assume all of the liabilities of the Company as of the
date of the asset purchase.
The proposed asset sale requires majority shareholder approval pursuant
to Florida law. On August 25, 2005, a majority of the Company's shareholders
have approved the asset sale by written consent. The Company is currently
preparing an information statement to be filed with the Securities and Exchange
Commission and upon the filing of a definitive information statement will
deliver the notice to its shareholders to disclose the proposed actions. In
addition to the sale of assets, a majority of the Company's shareholders also
approved the following proposals:
* to amend the Company's articles of incorporation to eliminate
preemptive rights provided to its shareholders;
* to amend the Company's articles of incorporation to change its
name to Online Vacation Center Holdings Corp;
* to amend the Company's articles of incorporation to increase its
authorized common stock to 80,000,000 shares; and
* to adopt a 2005 Management and Director Equity Incentive and
Compensation Plan.
The asset sale and other proposals are conditions to the share
exchange. The completion of the asset sale, share exchange and other proposals
will be subject to satisfaction of several conditions. These conditions, include
but are not limited to, the issuance of an independent fairness opinion
regarding the value of the assets the Company intends to sell to Alan Rubin and
the fairness of the share exchange.
Online Vacation Center Holdings is a vacation seller primarily serving
the affluent retiree market. The company was organized under the laws of the
State of Florida in October 2000 and began operations shortly thereafter. In
2004 the company had net revenues of $6,252,690 and net income of $1,079,295.
The chief executive officer and largest shareholder of the company is Edward B.
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Rudner. Online Vacation Center Holdings provides services from its 10,000 square
foot call center in Plantation Florida and and has approximately a 40 person
staff. Sales are made by Online Vacation Center Holdings' personal vacation
managers or directly by customers using the company's website. Online Vacation
Center Holdings intends to begin a significant acquisition strategy once the
transaction with Alec Bradley Cigar Corporation is completed.
The share exchange agreement and asset purchase agreement are included
as exhibits to this report.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
2.1 Asset Purchase Agreement dated August 25, 2005, by and
between Alec Bradley Cigar Corporation and Alan Rubin
2.2 Share Exchange Agreement dated August 25, 2005, by and
among Alec Bradley Cigar Corporation, Online Vacation
Center Holdings, Inc. and the shareholders of Online
Vacation Center Holdings, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ALEC BRADLEY CIGAR CORPORATION
Date: August 30, 2005 /s/ Alan Rubin
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Alan Rubin
Chief Executive Officer
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