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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)
JANUARY 12, 2007
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BLUE HOLDINGS, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
000-33297 88-0450923
(Commission File Number) (IRS Employer Identification No.)
5804 E. SLAUSON AVE.,
COMMERCE, CA 90040
(Address of Principal Executive Offices and zip code)
(323) 725-5555
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(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 registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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Information included in this Current Report on Form 8-K may contain
statements which constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, both as amended. Those statements include statements
regarding our intent, belief or current expectations. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements. Such
risks and uncertainties include, among other things, our ability to face stiff
competition, profitably manage our business, the financial strength of our
customers, the continued acceptance of our existing and new products by our
existing and new customers, the risks of foreign manufacturing, competitive and
economic factors in the textile and apparel markets, the availability of raw
materials, the ability to manage growth, weather-related delays, dependence on
key personnel, general economic conditions, global manufacturing costs and
restrictions, and other risks and uncertainties that may be detailed herein, or
from time to time in our other filings made with the Securities and Exchange
Commission.
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective January 12, 2007, Blue Holdings, Inc., a Nevada corporation (the
"Registrant"), entered into a License Agreement (the "License Agreement") with
Faith Connexion S.A.R.L., a company formed under the laws of France ("Faith").
Pursuant to the License Agreement, Faith granted an exclusive right and
license to use the "Faith Connexion" trademark for the manufacture, marketing,
promotion, sale, distribution and other exploitation of men's and women's
hoodies, t-shirts, sweatshirts, sweatpants and hats in North America (including
Canada), South America, Japan and Korea. Compensation for use of the "Faith
Connexion" trademark will consist of a royalty calculated as 9% of the
Registrant's net sales arising from products bearing the "Faith Connexion"
trademark in the first two years, and 9.5% of net sales in year three. The
License Agreement has a term of three years as follows: the first year is
comprised of 18 months, year two is comprised of the next six months, and year
three is comprised of the following 12 months. The Registrant has agreed to
guarantee payment of royalties on identified minimum net sales amounts ranging
from $3.5 to $10 million over each of the three years (equal to minimum
royalties of $450,000, $315,000, and $950,000, in each of years one (first
eighteen months), two (next 6 months) and three (next twelve months),
respectively, and to spend at least 3% of actual net sales amounts on marketing
and advertising the Faith Connexion trademarked products in the territory.
Prior to the negotiation and execution of the License Agreement there was
no material relationship between the Registrant and Faith. The License
Agreement was approved by the Board of Directors of the Registrant.
The Registrant issued a press release announcing its entry into the License
Agreement. A copy of the press release is being furnished as Exhibit 99.1 to
this report and is incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. None.
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(b) Pro forma financial information. None.
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(c) Exhibits.
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99.1 Press Release issued by the Registrant on January 18, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Blue
Holdings, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLUE HOLDINGS, INC.
Date: January 18, 2007 By: /s/ Larry Jacobs
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Larry Jacobs
Chief Financial Officer and Secretary
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release issued by the Registrant on January 18, 2007.