Item 1.01 Entry Into A Material Definitive Agreement
On January 24, 2013, Mascot Properties, Inc., a Nevada corporation ("Mascot" or
the "Company"), Mascot Properties Acquisition Corp, a Delaware corporation and
wholly-owned subsidiary of Mascot ("Merger Sub"), MamaMancini's, Inc., a
privately-held Delaware Corporation headquartered in New Jersey
("MamaMancini's") and David Dreslin, an individual (the "Majority Shareholder"),
entered into an Acquisition Agreement and Plan of Merger (the "Agreement")
pursuant to which the Merger Sub was merged with and into MamaMancini's, with
MamaMancini's surviving as a wholly-owned subsidiary of Mascot (the "Merger").
The transaction (the "Closing") took place on January 24, 2013 (the "Closing
Date"). The Company acquired, through a reverse triangular merger, all of the
outstanding capital stock of MamaMancini's in exchange for issuing MamaMancini's
shareholders (the "MamaMancini's Shareholders"), pro-rata, a total of 20,054,000
shares of the Company's common stock. Immediately after the Merger was
consummated, and further to the Agreement, the majority shareholders and certain
affiliates of the Company cancelled a total of 103,408,000 shares of the
Company's common stock held by them (the "Cancellation"). In consideration of
the Cancellation of such of common stock, the Company paid the Majority
Shareholder in aggregate of $295,000 and released the other affiliates from
certain liabilities. In addition, the Company has agreed to spinout to the
Majority Shareholder of and all assets related to the Company's real estate
management business within 30 days after the closing. As a result of the Merger
and the Cancellation, the MamaMancini's Shareholders became the majority
shareholders of the Company.
On December 5, 2012, MamaMancini's completed a private placement of its common
stock (the "Private Placement") with a group of accredited investors (the
"Private Placement Investors"). Pursuant to that certain Subscription Agreement
with the Private Placement Investors, MamaMancini's issued to the Private
Placement Investors an aggregate of 5,054,000 shares of its common stock for a
purchase price of $5,054,000, or $1.00 per share. Pursuant to the Agreement,
each Private Placement Investor will receive one share of Mascot for each one
share purchased under the Private Placement.
The directors and majority shareholders of Mascot have approved the Agreement
and the transactions contemplated under the Agreement. The directors and
shareholders of MamaMancini's have approved the Agreement and the transactions
contemplated thereunder and as of the Closing Date will own approximately 96.2%
of the Company's common stock.
A copy of the Agreement is included as Exhibit 2.1 to this Current Report and is
hereby incorporated by reference. All references to the Agreement and other
exhibits to this Current Report are qualified, in their entirety, by the text of
such exhibits.
This transaction is discussed more fully in Section 2.01 of this Current Report.
The information therein is hereby incorporated in this Section 1.01 by
reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
CLOSING OF THE AGREEMENT
As described in Item 1.01 above, on January 24, 2013, the Company effectuated a
Merger which resulted in MamaMancini's, a producer of what it believes to be an
upscale line of specialty pre-prepared and frozen and refrigerated foods,
becoming our wholly-owned subsidiary. On the Closing Date, pursuant to the terms
of the Agreement, we acquired all of the outstanding capital stock of
MamaMancini's. In exchange, we issued to the MamaMancini's Shareholders, their
designees or assigns, 20,054,000 shares of our common stock or 96.2% of the
shares of the Company's common stock issued and outstanding after the Closing.
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Pursuant to the terms of the Agreement, certain affiliates of the Company
cancelled a total of 103,408,000 shares of the Company's Common Stock held by
them. Following the above transactions, there are 20,854,000 shares of the
Company's common stock issued and outstanding.
The directors and majority shareholders of the Company have approved the
Agreement and the transactions contemplated under the Agreement. The directors
of MamaMancini's and MamaMancini's Shareholders have approved the Agreement and
the transactions contemplated thereunder. Immediately following the Closing of
the Merger the Company changed its business plan to that of MamaMancini's.
References to "we", "our", "us", or "our Company", from this point forward refer
to Mascot Properties, Inc. as currently constituted with MamaMancini's, Inc. as
our operating subsidiary.
BUSINESS OF MAMAMANCINI'S
Overview
Mascot Properties, Inc. was incorporated in the State of Nevada on July 22,
2009. Our activities since inception consisted of trying to locate real estate
properties to manage, primarily related to student housing, and services which
include general property management, maintenance and activities coordination for
residents. We have not had any significant development of our business nor have
we received any revenue. Due to the lack of results in our attempt to implement
our original business plan, management determined it was in the best interests
of the shareholders to look for other potential business opportunities that
might be available to the Company. Immediately following the Closing of the
Agreement the Company changed its business plan to that of MamaMancini's.
MamaMancini's roots go back to founder Dan Dougherty, whose grandmother ("Ms.
Mancini"), emigrated from Italy. Our business is founded upon her traditional
recipes. The recipes have been developed and integrated into packaged foods for
sale in retailers around the country. On February 22, 2010, MamaMancini's was
formed as a limited liability company under the laws of the state of New Jersey
in order to commercialize our initial products. On March 5, 2012, the members of
MamaMancini's, LLC, holders of 4,700 units (the "Units") of MamaMancini's LLC,
exchanged the Units for 15,000,000 shares of common stock and those certain
options to purchase an additional 223,404 shares of MamaMancini's (the
"Exchange"). Upon consummation of the Exchange, MamaMancini's LLC ceased to
exist and all further business has been and continue to be conducted by
MamaMancini's.
We market what we believe to be upscale line of specialty pre-prepared and
frozen and refrigerated foods. Our products are " all natural " , contain a
minimum number of ingredients and are derived from the original recipes of Ms.
Mancini from Bay Ridge Brooklyn (originally from Bari, Italy). The United States
Department of Agriculture (the "USDA") defines "all natural" as a product that
contains no artificial ingredients, coloring ingredients or chemical
preservatives and is minimally processed. The Company's products were submitted
to the USDA and approved as "all natural".
MamaMancini's products are principally sold to supermarket and mass market
retailers. Our products are sold generally in frozen food sections, meat
department sections, prepared foods (meals) sections, sandwich sections, hot
bars and cold bars as well as cold deli and foods to go sections ("grab and
go"). "Food to Go" or "grab and go" sections of supermarkets contain food
already cooked and ready to heat for eating (in some instances no heating is
. . .
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Agreement, on January 24, 2013, we issued 20,054,000 shares of
our Common Stock to the MamaMancini's Shareholders, their affiliates or assigns,
in exchange for 100% of the outstanding shares of MamaMancini's. Such securities
were not registered under the Securities Act of 1933.
These securities were not registered under the Securities Act. These securities
qualified for exemption under Section 4(2) of the Securities Act since the
issuance of securities by us did not involve a public offering. The offering was
not a "public offering" as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of securities offered. We did not undertake an offering in
which we sold a high number of securities to a high number of investors. In
addition, these shareholders had the necessary investment intent as required by
Section 4(2) of the Securities Act since the Conventions Shareholders agreed to
and received share certificates bearing a legend stating that such securities
are restricted pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately redistributed into the
market and therefore not be part of a "public offering." Based on an analysis of
the above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act.
Item 4.01 Changes in Registrant's Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On January 24, 2013, our board of directors dismissed Seale and Beers, CPAs
("Seale and Beers"), as our independent registered public accountant.
Seale and Beers's report on the financial statements for the fiscal years ended
June 30, 2012 and 2011 contained no adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principle, other than for a going concern.
During the fiscal years ended June 30, 2012 and 2011, and in the subsequent
interim period through December 31, 2012, the date of dismissal of Seale and
Beers, there were no disagreements with Seale and Beers on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Seale and Beers, would have caused them to make reference to the subject matter
of the disagreements in its reports on the financial statements for such year.
During the fiscal years ended June 30, 2012 and 2011, and in the subsequent
interim period through December 31, 2012, the date of dismissal of Seale and
Beers, there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.
We have provided a copy of the above disclosures to Seale and Beers and
requested Seale and Beers to provide it with a letter addressed to the U.S.
Securities and Exchange Commission stating whether or not Seale and Beers agrees
with the above disclosures. A copy of Seale and Beers's letter, dated January
24, 2012, confirming its agreement with the disclosures in this Item 4.01 is
attached as Exhibit 16.1 to this Form 8-K.
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(b) New Independent Registered Public Accounting Firm
On January 24, 2013, our board of directors approved the engagement of Rosenberg
Rich Baker Berman and Company, Certified Public Accountants ("RRBB"), as the
Company's new independent registered public accounting firm.
During the fiscal year ended June 30, 2012, and the subsequent interim period
prior to the engagement of RRBB, the Company has not consulted RRBB regarding
(i) the application of accounting principles to any specified transaction,
either completed or proposed; (ii) the type of audit opinion that might be
rendered on the Company's financial statements, and either a written report was
provided to the registrant or oral advice was provided that the new accountant
concluded was an important factor considered by the registrant in reaching a
decision as to the accounting, auditing or financial reporting issue; or (iii)
any matter that was either the subject of a disagreement (as defined in Item
304(o)(1)(iv)) or a reportable event (as defined in Item 304(a)(1)(v)).
Item 5.01 Changes in Control of Registrant.
As explained more fully in Item 2.01, in connection with the Agreement, on
January 24, 2013, we issued 20,054,000 shares of our Common Stock to the
MamaMancini's Shareholders, their affiliates or assigns in exchange for the
transfer of 100% of the outstanding shares of MamaMancini's by the MamaMancini's
Shareholders. As such, immediately following the Merger, the MamaMancini's
Shareholders hold approximately 96.2% of the total combined voting power of all
classes of our outstanding stock entitled to vote. Reference is made to the
disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
In connection with the Closing of the Merger, and as explained more fully in
Item 2.01 above under the section titled "Management" and in Item 5.02 of this
Current Report dated January 24, 2013, David Dreslin, Mascot's former President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer,
and Chairman resigned from these positions.
Further, effective January 24, 2013, Mr. Carl Wolf, Mr. Matthew Brown, Mr.
Steven Burns, Mr. Alfred D'Agostino and Mr. Thomas Toto, were appointed as
members of our board of directors. Finally, effective January 24, 2013, our
Directors appointed the following officers:
Carl Wolf Chief Executive Officer
Lewis Ochs Vice President of Finance
Matthew Brown President
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(a) Resignation of Directors
Effective January 24, 2013, Mr. David Dreslin resigned as sole member of the
board of directors. There were no disagreements between Mr. Dreslin and us or
any officer or director of the Company.
(b) Resignation of Officers
Effective January 24, 2013, Mr. Dreslin resigned as our President, Chief
Executive Officer, Chief Financial Officer, and Principal Accounting Officer.
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(c) Appointment of Directors
Effective January 24, 2013, the following persons were appointed as members of
the Board of Directors:
Name Age Position
Carl Wolf 69 Chief Executive
Officer and Chairman of the Board of Directors
Matthew Brown 44 President and Director
Steven Burns 52 Director
Alfred D'Agostino 59 Director
Thomas Toto 58 Director
Dan Altobello 71 Director
Dean Janeway 68 Director
Please see also Section 5.02(d) of this current report, whose information is
herein incorporated by reference.
(d) Appointment of Officers
Effective January 24, 2013, the directors appointed the following persons as our
executive officers, with the respective titles as set forth opposite his or
her
name below:
Carl Wolf Chief Executive Officer
Lewis Ochs Vice President of Finance
Matthew Brown PresidentThe business background descriptions of the newly appointed officers and
directors are as follows:
Carl Wolf, age 69, has over 35 years of experience in the management and
operations of companies in the food industry. Mr. Wolf has served as Chief
Executive Officer and Chairman of the Board of MamaMancini's from February 2010
through the Present. Mr. Wolf was the founder, majority shareholder, Chairman of
the Board, and CEO of Alpine Lace Brands, Inc. , a public company with over $125
million in wholesale sales. He also founded, managed, and sold MCT Dairies,
Inc., a $60 million international dairy component resource company. Other
experience in the food industry includes his role as Co-chairman of Saratoga
Beverage Company, a publicly traded (formerly NASDAQ: TOGA) bottled water and
fresh juice company prior to its successful sale to a private equity firm. Mr.
Wolf served an advisor to Mamma Sez Biscotti, a snack and bakery product company
(which was sold in a later period to Nonnis, the largest biscotti company in the
United States) from 2002 to 2004. Previously he served as Director and on the
Audit and Development committees of American Home Food Products, Inc. a
publically traded marketer Artisanal Brand Cheeses, from 2007 to 2009. Mr. Wolf
also served as Chairman of the Board of Media Bay a publically traded direct
seller of spoken word through its audio book club and old time radio classic
activities and download spoken content, from 2002 to 2004.
Mr. Wolf received his B.A. in 1965 from Rutgers University and his M.B.A. in
1966 from the University of Pittsburgh.
In evaluating Mr. Wolf's specific experience, qualifications, attributes and
skills in connection with his appointment to our board, we took into account his
numerous years of experience in the food industry, as a serial entrepreneur in
growing business, his knowledge of publicly traded companies, and his proven
track record of success in such endeavors.
Matthew Brown, age 44, has over 19 years of experience in the sales and
marketing of products in the food industry. Beginning in February 2010 through
the present, he has served as President of MamaMancini's. From April 2001 until
January of 2012, he served as the President of Hors D'oeuvres Unlimited,
overseeing the day to day operations of their food manufacturing business. He
previously worked as a marketing associate from September 1993 to December 1998
at Kraft Foods, Inc., where he dealt with numerous aspects of the company's
marketing of their food products.
Mr. Brown received his B.A. from the University of Michigan in 1991 and his
M.B.A. from the University of Illinois in 1993.
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In evaluating Mr. Brown's specific experience, qualifications, attributes and
skills in connection with his appointment to our board, we took into account his
numerous years of experience in sales and marketing, and his proven track record
of success in such endeavors.
Steven Burns, age 52, has over 20 years of experience in the management and
operations of various companies. Mr. Burns has served as a director of
MamaMancini's from February 2010 through the present. Beginning in June 2011 and
still presently, he serves as the Chairman of the Board of Directors of Meatball
Obsession, LLC. Additionally, beginning in 2006 and still Presently he works as
the President and CEO of Point Prospect, Inc., where he oversees the day to day
operations of the company, which primarily deal with investments and services in
real estate, clean and efficient energy sources, high-quality and healthy food
services, and healthcare technology. Prior to that, for a period of 24 years he
worked at and was senior executive at Accenture where he led the U.S. Health
Insurance Industry Program comprised of approximately 600 professionals. He also
has sat on various financial committees and boards of directors throughout
his
career.
Mr. Burns received his B.S. in Business Management from Boston College in 1982.
In evaluating Mr. Burns' specific experience, qualifications, attributes and
skills in connection with his appointment to our board, we took into account his
numerous years of experience in serving on board of directors, his knowledge of
running and managing companies, and his proven track record of success in such
endeavors.
Alfred D'Agostino, age 59, has over 34 years of experience in the management and
ownership of food brokerage and food distribution companies. Mr. D'Agostino has
served as a director of MamaMancini's from February 2010 through the Present.
Beginning in March 2001 and still presently, he serves as the President for
World Wide Sales Inc., a perishable food broker that services the New York / New
Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from
September 1995 until February 2001 as Vice-President of the perishable business
unit at Marketing Specialists, a nationwide food brokerage. Previously, from
February 1987 until August 1995 he worked as a Partner for the perishable
division of Food Associates until its merger with Merket Enterprises.
In evaluating Mr. D'agostino's specific experience, qualifications, attributes
and skills in connection with his appointment to our board, we took into account
his numerous years of experience in the food brokerage and other food related
industries, his knowledge of running and managing companies, and his proven
track record of success in such endeavors.
Mr. D'Agostino received his B.S. in Business Management from the City College of
New York in 1974.
Thomas Toto, age 58, has over 32 years of experience in the management and
ownership of food brokerage and food distribution companies. Mr. Toto has served
as a director of MamaMancini's from February 2010 through the Present. Beginning
in June 2009 and still presently, he serves as the Senior Business manager for
World Wide Sales Inc., a perishable food broker that services the New York / New
Jersey Metropolitan and Philadelphia marketplace. Prior to this he worked from
September 2007 until May 2009 as a Division President for DCI Cheese Co., a
company that imported and distributed various kinds of cheeses. Previously from
. . .
Item 9.01 Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired. The Audited Financial Statements
of MamaMancini's, are filed as Exhibit 99.2 to this Current Report on Form 8-K
and are incorporated herein by reference.
(d) Exhibits. Exhibit No. Description
Exhibit
No. Description
2.1 Acquisition and Plan of Merger Agreement dated January 24, 2013 by and
among Mascot Properties, Inc., Mascot Properties Acquisition Corp., and
MamaMancini's Inc.
3.1 Certificate of Incorporation (incorporated herein by reference to
exhibit 3.1 of the Form S-1 filed on May 24, 2011).
3.2 By-Laws (incorporated herein by reference to exhibit 3.2 of the Form S-1
filed on May 24, 2011).
3.3 Certificate of Incorporation of MamaMancini's, Inc.
3.4 By-Laws of MamaMancini's
10.1 Supply Agreement between MamaMancini's Inc. and Hors d'oeuvres
Unlimited, Inc.
10.2 Development and License Agreement
16.1 Letter by Seale and Beers dated January 24, 2013.
99.1 Letter of Resignation from David Dreslin, dated January 23, 2013.
99.2 MamaMancini's financial statements for the three months ended September
30, 2012 and Audited financial statements for the fiscal years ended
December 31, 2011 and December 31, 2010.
99.3 MamaMancini's Pro Forma Balance Sheet as of September 30, 2012.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
* Filed Herewith.
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