UNITES
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20459
_____________________________________
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 18, 2008
___________________________________
NEW
WORLD BRANDS, INC.
(Exact
Name of Company as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
033-91432
02-040167
(
Commission
File
Number) (IRS
Employer Identification No.)
340
W. 5
th
Avenue,
Eugene, OR 97410
(Address
of Principal Executive Offices, Including Zip Code)
(541)
868-2900
(Company’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 Company under any of the following
provisions:
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
communication 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.
On August 18, 2008, New World Brands,
Inc., a Delaware corporation (the “
Company
”),
as purchaser, and B.O.S. Better Online Solutions, Ltd. (“
BOS
”), as
seller, entered into a Stock Sale and Purchase Agreement (the “
BOS-NWB
Agreement
”), effective as of August 17, 2008 (the “
Effective
Date
”), pursuant to which the Company will purchase from BOS up to 35
million shares (the “
BOS Purchase
Shares
”) of the Company’s common stock, par value $0.01 per share (the
“
NWB Common
Stock
”), at a price of $0.025 per share, in installments over a term of
up to 31 months. The description of the BOS-NWB Agreement set forth in this
Current Report on Form 8-K is qualified in its entirety by reference to the full
text of the BOS-NWB Agreement, which is attached as Exhibit 10.1
hereto.
Pursuant to the BOS-NWB Agreement, on
September 2, 2008, the Company shall purchase from BOS an initial installment of
5 million shares of NWB Common Stock for a price of $125,000. Thereafter, the
Company will purchase a minimum of 1 million additional shares of the NWB Common
Stock in monthly installments, at the price of $0.025 per share, for a maximum
of 31 months. Shares purchased by the Company pursuant to the BOS-NWB Agreement
will be held by the Company as treasury stock. In the event that the Company
fails to make its required monthly purchase, BOS shall be released from its
undertaking to sell to the Company the then outstanding balance of NWB
Stock.
As of the Effective Date, BOS was the
holder of 16,446,544 shares of the Company’s Common Stock (“
BOS’s NWB
Stock
”) and 3,865,375 shares of the common stock of Qualmax, Inc., a
Delaware corporation (“
Qualmax
”),
par value $0.001 per share (“
BOS’s Qualmax
Stock
”). Pursuant to the agreement and plan of merger (the “
Merger
Agreement
”), dated February 18, 2008, between the Company and Qualmax,
which Merger Agreement was included as Exhibit 10.1 to the Company’s Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the
“
SEC
”) on
February 22, 2008 (the “
8-K
”) and
included as Annex A to the Company’s Preliminary Information Statement on
Schedule 14C, filed with the SEC on May 20, 2008 (the “
Preliminary
14C
”), Qualmax and the Company intend to effect a merger (the “
Merger
”)
by which Qualmax will be merged with and into the Company, and Qualmax
shareholders will receive shares of NWB Common Stock in exchange for their
shares of Qualmax common stock based on the exchange ratio described in the 8-K
and the Preliminary 14C. If the Merger is completed before the
Company has purchased from BOS all of BOS’s NWB Stock in accordance with the
BOS-NWB Agreement, BOS’s Qualmax Stock shall be exchanged for newly issued
shares of NWB Common Stock based on an exchange ratio as described in the 8-K
and the Preliminary 14C, and such newly issued shares of NWB Common Stock shall
be considered part of the BOS Purchase Shares for purposes of the BOS NWB
Agreement (up to the total then-remaining unpurchased BOS Purchase
Shares). If the Merger is not completed before the Company has
purchased from BOS all of BOS’s NWB Stock in accordance with the BOS-NWB
Agreement, BOS’s Qualmax Stock shall be subject to the Company’s purchase rights
under the BOS-NWB Agreement on an as-exchanged basis (pursuant to the exchange
ratio determined by the Merger Agreement as of the time of each monthly
installment sale) up to the total amount of NWB Common
Stock.
|
Item
2.03.
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Company.
|
The information provided pursuant to
Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit
No
.
Description
|
10.1
|
Stock
Sale and Purchase Agreement, dated August 18, 2008, by and between New
World Brands, Inc., as purchaser, and B.O.S. Better Online Systems, Ltd.,
as seller.
|
SIGNATURES
Pursuant to the requirements of the
Securities and Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
NEW WORLD BRANDS,
INC.
By:
/s/ Shehryar
Wahid
Name: Shehryar
Wahid
Title: Chief Financial
Officer
Date:
August 22, 2008