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): March 23, 2006
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2460 Sand Lake Road, Orlando, FL, 32809
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (407) 251-2240
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 is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ] 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 March 23, 2006, American Leisure Holdings, Inc. (the "Company") and
Harborage Leasing Corporation ("Harborage") entered into a Stock Purchase
Agreement dated as of December 30, 2005 (the "Purchase Agreement"), pursuant to
which the Company has purchased 15,000 shares of the common stock of Tierra del
Sol Resort, Inc. ("TDSR") from Harborage.
The shares of TDSR acquired by the Company represented the minority
interest held in TDSR. The remaining shares were owned by the Company. TDSR is
now the beneficial owner of 100% of TDSR which holds a 97.1% interest in the
Tierra del Sol Resort project being developed by the Company near Orlando,
Florida. The consideration for the purchase of the shares of TDSR consisted of
the following:
(i) A promissory note in the amount of $1,411,705 payable by the
Company to Harborage (the "Harborage Note"). The Harborage Note bears
interest at the rate of 12% per annum and is payable in one lump sum
of principal and accrued interest on July 1, 2006. Additionally, the
Harborage Note may be paid by the Company at any time prior to its due
date without penalty.
(ii) The right to receive without payment two three-bedroom
condominium units to be constructed at Phase 2 of the Tierra del Sol
Resort at the time of their completion. In the event that the Company
is unable to arrange for the transfer of such units to Harborage on or
before December 31, 2007, then the Company is obligated to pay to
Harborage the amount of $500,000 for each such unit.
(iii) 197,000 shares of the common stock of AMLH.
(iv) Warrants to acquire 300,000 shares of the common stock of AMLH at
an exercise price of $5.00 per share (the "Harborage Warrants"). The
Harborage Warrants are exercisable at any time on or after the date of
issuance through December 31, 2010.
Under the terms of the Purchase Agreement, the Company has granted to
Harborage a put option pursuant to which Harborage has the right to require the
Company repurchase the 197,000 shares which the Company will issue to Harborage
under the terms of the Purchase Agreement. The put option is subject to the
following terms and conditions
(i) The exercise price of the put option will be $5.00 per share,
subject to adjustments for stock dividends, stock splits and similar
corporate actions.
(ii) The put option may be exercised during the first sixty (60) days
of 2007, provided that the put option has not been terminated prior to
that date.
(iii) The put option will expire and be of no further force and effect
in the event that both of the following conditions are fulfilled: (A)
Harborage has the ability to resell the 197,000 shares into the
existing public market pursuant to either an effective registration
statement under the Securities Act of 1933 or under Rule 144; and (B)
after the fulfillment of the foregoing condition, the average closing
price of the common stock of the Company for a period of thirty (30)
consecutive trading days equals or exceeds $5.00 per share.
The obligations of the Company under the Purchase Agreement and the Note
have been personally guaranteed by Malcolm J. Wright, the Company's Chief
Executive Officer. In consideration for Mr. Wright's guarantee, and pursuant to
an existing agreement between Mr. Wright and the Company, Mr. Wright will earn a
fee equal to three percent (3%) of the total amount guaranteed, including the
Harborage Note, Harborage Warrants, 197,000 shares of the Company's common stock
and the two three-bedroom condominiums. The Company paid this fee through the
grant of 102,351 warrants to purchase the Company's common stock at an exercise
price of $1.02 per share. These warrants will expire 5 years from the expiration
of the guaranty.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
In connection with the Purchase Agreement described in Item 1.01, the
Company agreed to issue 197,000 shares of its common stock to Harborage and
warrants to acquire 300,000 shares of the Company's common stock with an
exercise price of $5.00 per share. The issuance of the shares and the warrants
has been made in reliance upon Section 4(2) of the Securities Act of 1933.
In connection with Mr. Wright's guaranty of the Harborage Note, Harborage
Warrants, 197,000 shares of the Company's common stock and the two three-bedroom
condominiums as described above, the Company granted Mr. Wright 102,351 warrants
to purchase shares of the Company's common stock at $1.02 per share, which
warrants expire 5 years from the expiration of the guaranty. The issuance of the
shares and the warrants has been made in reliance upon Section 4(2) of the
Securities Act of 1933.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 10.1 Purchase Agreement dated as of December 30, 2005
between American Leisure Holdings, Inc., and Harborage
Leasing Corporation.
Exhibit 10.2 Promissory Note dated as of December 30, 2005 in the
original principal amount of $1,411,705 made by American
Leisure Holdings, Inc. in favor of Harborage Leasing
Corporation.
Exhibit 10.3 Warrant dated as of December 30, 2005 made by American
Leisure Holdings, Inc. in favor of Harborage Leasing
Corporation.
Exhibit 10.4 Guaranty of Malcolm J. Wright
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.
AMERICAN LEISURE HOLDINGS, INC.
By: /s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Executive Officer
Dated: March 29, 2006