-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ju/hAoLCooUY+oZL5ZHxnrcRo1ck/4V4sPS8+vpc5nZyspfnJnSEPqtGbjCFXWem PXhr/TeSCvIT35z6r7rNgA== 0001144204-07-014566.txt : 20070326 0001144204-07-014566.hdr.sgml : 20070326 20070326154259 ACCESSION NUMBER: 0001144204-07-014566 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070326 DATE AS OF CHANGE: 20070326 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOUSERAISING, INC. CENTRAL INDEX KEY: 0001168940 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 562253025 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79830 FILM NUMBER: 07718052 BUSINESS ADDRESS: STREET 1: 4801 E. INDEPENDENCE BLVD., STE. 201 CITY: CHARLOTTE STATE: NC ZIP: 28212 BUSINESS PHONE: 704-532-2121 MAIL ADDRESS: STREET 1: 4801 E. INDEPENDENCE BLVD., STE. 201 CITY: CHARLOTTE STATE: NC ZIP: 28212 FORMER COMPANY: FORMER CONFORMED NAME: TECHNOLOGY CONNECTIONS INC DATE OF NAME CHANGE: 20020312 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Robert V McLemore Revocable Trust CENTRAL INDEX KEY: 0001394394 IRS NUMBER: 566677947 STATE OF INCORPORATION: NC FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4801 E INDEPENDENCE BLVD STREET 2: STE 201 CITY: CHARLOTTE STATE: NC ZIP: 28212 BUSINESS PHONE: 704-532-2121 MAIL ADDRESS: STREET 1: 4801 E INDEPENDENCE BLVD STREET 2: STE 201 CITY: CHARLOTTE STATE: NC ZIP: 28212 SC 13D 1 v067930_sc13d.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
 

HouseRaising, Inc.

(Name of Issuer)


Common Stock, $.001 par value

(Title of Class of Securities)


4418W 1 06

(CUSIP Number)

Mr. David Ervin, Trustee
The Robert V. McLemore Revocable Trust
4801 East Independence Boulevard, Suite 201
Charlotte, North Carolina 28212
(704) 532-2121

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


February 9, 2007

(Date of Event Which Requires Filing of This Statement)

Copies To:

Harold H. Martin, Esq.
Martin & Pritchett, P.A.
17115 Kenton Drive, Suite 202A
Cornelius, North Carolina 28031
Tel: (704) 584-0268
Fax: (704) 895-1528

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
 
 
 

 
 
 
1.
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
The Robert V. McLemore Revocable Trust
 
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a)    o
 
 
 
(b)    o
 
 
 
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
OO
 
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)     o
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
North Carolina
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
6,704,040
 
8.
SHARED VOTING POWER
 
0
 
9.
SOLE DISPOSITIVE POWER
 
6,704,040
 
10.
SOLE DISPOSITIVE POWER
 
0
 
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,704,040
 
 
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   o
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.9%
 
 
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 
 
i

 

Item 1. Security and Issuer.

This Statement on Schedule 13D relates to shares of common stock, $.001 par value (the "Common Stock"), of HouseRaising, Inc., a North Carolina corporation (the “Issuer”), whose principal executive offices are located at 4801 East Independence Boulevard, Suite 201, Charlotte, North Carolina 28212. There were 51,836,725 issued and outstanding shares of the Issuer’s Common Stock as of February 9, 2007. The Reporting Person is a family trust organized under the laws of the State of North Carolina, and is the beneficial owner of 6,704,040 shares of the Issuer’s Common Stock, representing 12.9% of the Issuer’s issued and outstanding shares of Common Stock.

Item 2. Identity and Background.

 
a.
The name of the Reporting Person is The Robert V. McLemore Revocable Trust (the “Trust”).
 
 
b.
The business address of the Trust is 4801 East Independence Boulevard, Suite 201, Charlotte, North Carolina 28212.

 
c.
The Trust’s principal business is holding assets for the benefit of family members of the late Robert V. McLemore, and its principal address is 4801 East Independence Boulevard, Suite 201, Charlotte, North Carolina 28212.

 
d.
During the past five years, the Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
e.
During the past five years, the Trust has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding the Trust was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

There was no source and amount of funds or other consideration used in making the purchases reported on this schedule. The Trust received 6,704,040 shares of Common Stock and 245,671 shares of Series A Convertible Preferred Stock pursuant to an Agreement and Plan of Merger, dated February 19, 2004 (the “Merger Agreement”), among Technology Connections, Inc., a North Carolina corporation (“Technology Connections”), HouseRaising, Inc., a Delaware corporation (“HouseRaising”), and the shareholders of HouseRaising. Pursuant to the Merger Agreement, HouseRaising merged with and into (the “Merger”) Technology Connections, and 27,288,732 shares of Common Stock and 1,000,000 shares of Series A Convertible Preferred Stock of Technology Connections were issued in exchange for all of the issued and outstanding shares of HouseRaising. After the Merger was consummated, Technology Connections changed its name to HouseRaising, Inc.


 
ii

 

The Trust was a shareholder of HouseRaising prior to the time of the Merger, and received a pro rata share of the Common Stock and Series A Convertible Preferred Stock issued in the Merger. The Series A Convertible Preferred Stock is convertible into ten shares of Common Stock on a date which is five years after the date of issuance, and it votes together with the Common Stock on an “as converted” basis. The Series A Convertible Preferred Stock is not registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not considered an “equity security” for purposes of Section 13 of the Exchange Act.

Item 4. Purpose of Transaction.

The Trust is the holder of 6,704,040 shares of Common Stock and 245,641 shares of Series A Convertible Preferred Stock. Until his death on November 23, 2006, Mr. Robert V. McLemore was the sole Trustee, and he was also the Founder and President of the Issuer. Mr. McLemore had sole voting and sole dispositive power over the shares held in trust for the benefit of the McLemore family. Since his death, Mr. McLemore’s successor trustee is David Ervin. His business address is 777 Gloucester Street, Ste. 414, Brunswick, GA 31520.

The Trust is a party to a Shareholders’ Agreement described in Item 6 hereof, which limits the voting and dispositive power of the Trustee.

Item 5. Interest in Securities of the Issuer.

a. At present, the Issuer has issued and outstanding 51,836,725 shares of Common Stock, of which The Trust beneficially owns 6,704,040 shares of Common Stock . The Trust is not part of a group within the meaning of Section 13(d)(3) of the Act.

b. The following table indicates the number of shares as to which The Trustee of the Trust has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition.

 
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Sole Voting Power

Name of Person
Number of Shares
Percent Outstanding
David Ervin
6,704,040
12.9%

Shared Voting Power

Name of Person
Number of Shares
Percent Outstanding
David Ervin
0
0%

Sole Dispositive Power
 
Name of Person
Number of Shares
Percent Outstanding
David Ervin
6,704,040
12.9%

Shared Dispositive Power

Name of Person
Number of Shares
Percent Outstanding
David Ervin
0
0%


 
c.
Not applicable.

 
d.
None.

 
e.
Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On February 9, 2007, the Issuer and Wachovia Bank, N.A. (“Wachovia”), entered into a loan agreement (the “Agreement”) pursuant to which Wachovia agreed to make a new operating line of credit in the amount of $4.0 million available to the Issuer. The Agreement, together with existing lines of credit from Wachovia provides financing to the Issuer in the aggregate amount of $8.0 million. The new operating line of credit will be secured by a standby letter of credit procured by a pledge of securities by Mr. Gregory J. Wessling, Chairman, CEO and President of the Issuer, having a value of not less than $5.4 million.

As an inducement for Mr. Wessling to agree to enter into the pledge arrangement, the Issuer agreed to issue 500,000 shares of the Issuer’s new Series C Convertible Preferred Stock to him. As a further inducement for Mr. Wessling to enter into the pledge arrangement, eight shareholders (including the Trust), who are affiliates of the Issuer, holding 52,472,835 shares of the Issuer’s total combined voting power of 70,769,282 shares, or 74.1% of the Issuer’s total combined voting power, entered into a shareholders’ agreement, dated February 9, 2007 (the “Shareholders’ Agreement”). The Shareholders’ Agreement provides that the shareholders will not, for a period of three years, vote their shares in favor of any issue that could have an “adverse effect” (as defined) on any other party to the agreement without the prior written consent of the other party. In addition, the shareholders agreed, for a period of three years, to grant each other and the Issuer certain rights of first refusal in connection with any proposed sale of their shares to a third party. Finally, the shareholders agreed for a period of three years to give each other shareholder the right to sell their shares on a pro rata basis in the event that such shareholder proposes to enter into certain private sale transactions. Lastly, the Trust had previously agreed to pledge the subject 6,704,040 shares as collateral security for certain of the operating lines of credit of the Issuer with Wachovia, with such pledge arrangement containing standard default and similar provisions. In the Shareholders’ Agreement, the Trust, the Robert V. McLemore Family and the Estate of Robert V. McLemore have agreed, for a period of three years, to continue that pledge arrangement with Wachovia.


 
iv

 

The Shareholders’ Agreement is intended to provide, among other things, stability to the Issuer’s management during the period that Mr. Wessling is a party to the new pledge arrangement and has exposed his assets for considerable financial risk in order to procure the new operating line of credit for the Issuer with Wachovia. A copy of the Shareholders’ Agreement is attached is exhibit 10.1 hereto and incorporated by reference herein.

Item 7. Material to be Filed as Exhibits.


Exh. No.
 
Description of Exhibit
     
10.1
 
Shareholders’ Agreement, dated February 9, 2007

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David Ervin

By: /s/ David Ervin
Name: David Ervin
Title:    Trustee of the Robert McLemore Revocable Trust
Date:   February __, 2007

 
v

 
EX-10.1 2 v067930_ex10-1.htm Unassociated Document

Exhibit 10.1
 
HOUSERAISING, INC. SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT, made and entered into as of the __ day of January, 2007, between and among HouseRaising, Inc., a North Carolina corporation (“HouseRaising” or the “Company””), Gregory J. Wessling (“Wessling”), a citizen and resident of Mecklenburg County, North Carolina and a Director, Chairman, CEO, President and shareholder of HouseRaising, and the following members of the Robert V. McLemore family (collectively, the “Family”), including Linda W. McLemore (“Linda”), a citizen and resident of Mecklenburg County, North Carolina and wife of the late Robert V. McLemore and a shareholder of HouseRaising; Christine M. Carriker (“Kristy”), a citizen and resident of Union County, North Carolina and daughter of the late Robert V. McLemore and Director, Senior Vice President and CAO, and a shareholder of HouseRaising; R. Chad McLemore (“Chad”), a citizen and resident of Union County, North Carolina and son of the late Robert V. McLemore and contractor and a shareholder of HouseRaising; R. Thad McLemore (“Thad”), a citizen and resident of Stanly County, North Carolina and son of the late Robert V. McLemore and a shareholder of HouseRaising; and Elizabeth A. McLemore (“Libby”), resident of Syracuse, New York and daughter of the late Robert V. McLemore and Director and a shareholder of HouseRaising; the Robert V. McLemore Family Trust; and the Estate of Robert V. McLemore.

WHEREAS, all parties are saddened by the passing of HouseRaising’s President and Founder Robert V. McLemore, and Wessling and the Family have a mutual interest in ensuring HouseRaising’s financial and operating success going forward;

WHEREAS, the shareholders listed below (the “Shareholders”) own the following issued and outstanding shares (the “Shares”) of common and preferred stock of HouseRaising which have in the aggregate the following total combined voting power of HouseRaising:

SHAREHOLDER
 
NUMBER OF SHARES
 
CLASS
 
TCVP
Gregory J. Wessling
 
3,312,973
 
Common
 
3,312,973
   
200,000
 
Series B Pref
 
2,000,000
   
500,000
 
Series C Pref
 
5,000,000
             
Estate of Robert McLemore
 
10,406,166
 
Common
 
10,406,166
   
366,452
 
Series A Pref
 
3,664,520
   
500,000
 
Series B Pref
 
5,000,000
             
Robert V. McLemore
 
6,704,040
 
Common
 
6,704,040
Family Trust
 
245,671
 
Series A Pref
 
2,456,710
             
Linda W. McLemore
 
6,197,306
 
Common
 
6,197,306
   
227,101
 
Series A Pref
 
2,271,010
             
Christine M. Carriker
 
1,571,449
 
Common
 
1,571,449
   
56,775
 
Series A Pref
 
567,750
   
100,000
 
Series C Pref
 
1,000,000
             
R. Chad McLemore
 
100,000
 
Common
 
100,000
             
R. Thad McLemore
 
103,834
 
Common
 
103,834
             
Elizabeth A. McLemore
 
1,549,327
 
Common
 
1,549,327
   
56,775
 
Series A Pref
 
567,750
             
       
TCVP:
 
52,472,835
   
 Total Outstanding Voting Power:
 
70,769,282

WHEREAS, the Company has been seeking a financial investment to implement its business plan and Wachovia Bank has indicated a willingness to extend its current $4.1 million line of credit to $8,000,000 to HouseRaising to provide necessary financing for the Company, under certain agreed upon terms, including a personal guaranty from Wessling.
 
vi

 
WHEREAS, Wessling, of his own volition, has agreed to increase his guaranty of a line of credit from Wachovia Bank from $2,050,000 to $5,950,000 to support the increase in financing;

WHEREAS, the Company in an agreement with Wessling has provided consideration including 500,000 shares of Series C Convertible Preferred Stock which has 10 to 1 conversion rate to Common Stock of the Company after three years from issuance (subject to certain exceptions), as set forth in a separate memorandum signed by the Company’s Board of Directors and Wessling, a copy of which is attached hereto as Exhibit A;

WHEREAS, the Family has agreed to leave in place 6,704,040 shares of common stock from the Robert V. McLemore Family Trust as collateral for an existing $2,050,000 line of credit from Wachovia Bank to HouseRaising;

WHEREAS, Wessling and the Family desire to enter into an agreement to provide mutual protection to prevent either party from untimely selling of the Shares or making decisions that would negatively impact the other party without their agreement.

NOW, THEREFORE, in consideration for the mutual covenants and agreements, the parties agree as follows:

1.  Voting Agreement. Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust, and the Family, including each individual member, to wit, Linda, Kristy, Chad, Thad and Libby, and their respective successors and assigns, agree for a period of three years from the date hereof not to vote their Shares which they beneficially own or otherwise control in favor of any issue that could have an adverse effect on any other party without the prior written consent of the other party. An issue that could have an “adverse effect” is defined to include, without limitation, an issue such as a change in control of the Board of Directors of HouseRaising, an issue relating to an election contest or attempt to remove a current director or officer of HouseRaising, or an issue such as a business combination, merger, sale of assets, or other consolidation of HouseRaising with or into another entity.

2.  Co-Sale. Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust, and the Family, including any individual member, to wit, Linda, Kristy, Chad, Thad and Libby, and their respective successors and assigns, agree for a period of three years from the date hereof that should any party ever negotiate an agreement to enter into a private sale of any of the Shares to someone other than an employee, officer or director of the Company (excluding a transfer pursuant to estate planning, which is permissible), then such party shall first give all of the other parties to this Agreement ten (10) days prior written notice of the sale and the right to sell their Shares as a part of such sale on a pro rata basis, subject to compliance with all applicable SEC rules and regulations.

3.  Buy-Sell. For a period of three years from the date hereof, the Company, Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust and the Family, including any individual member, to wit, Linda, Kristy, Chad, Thad and Libby, and their respective successors and assigns, will each have a right of first refusal to purchase all Shares offered for sale by a Shareholder, including sales offered for sale by Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust and the members of the Family, for ten (10) business days after receiving notice of such sale. If notice is not given, such sale shall be null and void to a third party, who shall not be deemed to be a bona fide purchaser for value and shall be deemed to have received notice of this Agreement. It is also understood that the Company has a right of first refusal prior to any other party hereto for sales of any of the Shares offered for sale by any Shareholder, including sales offered for sale by Wessling, the Estate of Robert McLemore, the Robert V. McLemore Family Trust and by members of the Family, which also lasts for ten (10) business days after receiving notice. Again, if notice is not given to the Company, such sale shall be null and void to a third party, who shall not be deemed to be a bona fide purchaser for value and shall be deemed to have received notice of this Agreement. Only in the event that the Company forgoes its prior right of first refusal will the other parties have a corresponding right of first refusal. For purposes of this right of first refusal, the Family shall act as one unit and will collectively be given the same amount of time to decide if they want to participate and each interested party will have the opportunity to share equally in the purchase unless otherwise agreed upon. Once the Company and the parties to this agreement have elected not to purchase the shares, then a third party can purchase the available shares from the party desiring to sell them. The exercise price of the right of first refusal shall be the price that the shares were originally offered for sale. In all cases, the right of first refusal set forth in this paragraph shall be subject to compliance with all applicable SEC rules and regulations.
 
vii

 
4.   Collateral. The Family, the Robert V. McLemore Family Trust and the Estate of Robert V. McLemore, and their respective successors and assigns, hereby agree, for a period of three years from the date hereof, to leave in place as pledged assets the shares of common stock of HouseRaising, Inc. owned by the Robert V. McLemore Family Revocable Trust which are pledged to Wachovia Bank as collateral for an existing $2,050,000 line of credit to HouseRaising.

5.  Restricted Stock. This Agreement is among affiliates of HouseRaising and members of the late Robert V. McLemore family, and deals with restricted stock. It is not intended to affect the public market in HouseRaising common stock except as otherwise specifically provided herein. In this respect, it complies with the provisions of the Securities Exchange Act of 1934, as amended.

6.  Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, including its provisions governing conflicts of laws.

7.  Counterparts. This Agreement may be executed in one or more counterparts, each of which when put together with the others shall constitute one and the same agreement.

8.  Further Assurances. The parties hereto shall use their good faith efforts to effect the intents and purposes of this Agreement. The parties agree to provide each other with such further assurances of their good faith efforts as may be reasonable and appropriate, shall continue to deal with each other fairly and in good faith in an effort to effect and perfect the purposes of this Agreement.

9.  Amendments. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto.
 
10. Other. This Agreement (i) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them, with respect to the subject matter hereof; (ii) is not intended to confer upon any other person any rights or remedies hereunder; (iii) shall not be assigned by operation of law or otherwise; and (iv) contains headings which are for reference purposes only and shall not effect in any way affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a sealed instrument in accordance with the laws of the State of North Carolina.

Signature
 
Date
 
       
       
__________________________   __________________________  
Gregory J. Wessling
     
In His Individual Capacity
     
       
       
__________________________   __________________________  
Linda W. McLemore
     
In Her Individual Capacity
     
       
       
__________________________   __________________________  
Christine M. Carriker
     
In Her Individual Capacity
     
 
viii

 
       
       
__________________________   __________________________  
R. Chad McLemore
     
In His Individual Capacity
     
       
       
__________________________   __________________________  
R. Thad McLemore
     
In His Individual Capacity
     
       
       
__________________________   __________________________  
Elizabeth A. McLemore
     
In Her Individual Capacity
     
       
       
__________________________   __________________________  
Executor of the Estate of
     
Robert V. McLemore
     
       
       
__________________________   __________________________  
Trustee of the
Robert V. McLemore Family Trust
     
       
HOUSERAISING, INC.
 
By___________________________
     Gregory J. Wessling
     Chairman, President and CEO
 
__________________________
 
 
 


ix

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