8-K/A 1 usdry_8ka-102608.htm AMENDMENT TO CURRENT REPORT usdry_8ka-102608.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
October 22, 2007
 
 
 
  US DRY CLEANING CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
  
000-23305
  
77-0357037
(State or other jurisdiction
of incorporation
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
 
 
4040 MacArthur Blvd., Suite 305
Newport Beach, California
  
92660
  
 
(Address of principal executive offices)
  
(Zip Code)
  
 
Registrant's telephone number, including area code
(949) 863-9669
 
 
 
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
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 communications 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.
 

We hereby amend our Current Report on Form 8-K filed on October 22, 2007, which announced the material definitive agreement between U.S. Dry Cleaning Corporation, a Delaware corporation (the “Parent”), Steam Press Holdings, Inc., a Hawaii corporation and wholly-owned subsidiary of Parent (“SPH”), and USDC Caesars Hawaii, Inc., a Hawaii corporation and a wholly-owned subsidiary of SPH (the “Merger Sub”).  The consideration paid in cash to Seller on the Closing Date was approximately $1,158,000. The purpose of this amendment is to file the completion of acquisition or disposition of assets.

   
     
  
 
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
The exhibits listed in the following Exhibit Index are filed as part of this current report.
 
   
Exhibit No.
Description
10.1
Assignment of Leases*
10.2
Assignment of Contracts and Intangibles*
10.3
Bill of Sale*
10.4
UCCI Financing Statement*
10.5
Registration Rights Agreement*
10.6
Non-Compete Agreement*
10.7
Side Letter Agreement*
99.1
Press Release of U.S. Dry Cleaning Corporation
                                 
*  To be filed by amendment.
 

 
 
 

 
 
SIGNATURE
 
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.
 
     
 
US DRY CLEANING CORPORATION
     
Date: June 24, 2008
By:  
/s/ Robert Y. Lee                                            
 
Robert Y. Lee
Chief Executive Officer