UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
SEPTEMBER 22, 2004
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SUNNINGDALE, INC.
(Exact name of registrant as specified in charter)
DELAWARE
(State or other Jurisdiction of Incorporation or Organization)
1-9431 94-3012230
(Commission File Number) (IRS Employer Identification No.)
936A BEACHLAND BOULEVARD, SUITE 13
VERO BEACH, FL 32963
(Address of Principal Executive Offices and zip code)
(772) 231-7544
(Registrant's telephone number, including area code)
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))
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. The Company's actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
SECTION 1 - REGISTRANTS' BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 22, 2004, Sunningdale, Inc., a Delaware corporation
("Company") entered into a Share Exchange Agreement ("Exchange Agreement") with
Advanced Aluminium Group Limited ("AAG"), the stockholders of AAG, and Keating
Reverse Merger Fund, LLC ("KRM Fund"). Under the Exchange Agreement, the Company
will, at closing, acquire all of the outstanding capital stock of AAG in
exchange for the Company's issuance to the AAG stockholders of 2,295,000 shares
of the Company's common stock. The issuance of the Company's shares of common
stock to AAG's stockholders is intended to be exempt from registration under the
Securities Act of 1933, as amended ("Securities Act") pursuant to Section 4(2)
thereof.
Currently, the Company has 255,000 shares of its common stock
outstanding. Accordingly, immediately following the closing, AAG stockholders
will own 90% of the issued and outstanding shares of the Company's common stock,
and the existing stockholders of the Company will own 10% of the issued and
outstanding shares of the Company's common stock.
Effective as of the closing of the Exchange Agreement, and subject to
applicable regulatory requirements, the existing officers and directors of the
Company will resign, and the newly-appointed board of directors of the Company
will consist of two members of AAG current executive management, Nicholas A.
Shrager and Charles K. Howe ("AAG Management"), two members to be designated by
AAG Management, and one member to be designated by KRM Fund ("KRM Designate").
The AAG stockholders have also agreed to vote their shares of the Company's
common stock to elect KRM Designate to the Company's board for a period of one
year following the closing.
At or prior to the closing, the Company will also enter into a
certain financial advisory agreement with Keating Securities, LLC ("Keating
Securities"), a registered broker-dealer, under which Keating Securities will be
compensated by the Company for its advisory services rendered to the Company in
connection with these transaction. The transaction advisory fee will be
$150,000, with the payment thereof being subject to the closing of the
transactions contemplated under the Exchange Agreement. The financial advisory
agreement also appoints Keating Securities as the Company's exclusive placement
agent for private and public offerings of the Company's securities during the
one year period following the closing.
The Company's completion of the transactions contemplated under the
Exchange Agreement are subject to the satisfaction of certain contingencies
including, without limitation, AAG's delivery of audited and proforma financial
information acceptable to the Company, and compliance with regulatory
requirements. The directors of the Company have approved the Exchange Agreement
and the transactions contemplated thereunder. The directors and stockholders of
AAG have approved the Exchange Agreement and the transactions contemplated
thereunder. The parties expect the closing of the transactions under the
Exchange Agreement to occur on or about October 15, 2004.
The Company is currently a public "shell" company with nominal assets
whose sole business has been to identify, evaluate and investigate various
companies with the intent that, if such investigation warrants, a reverse merger
transaction be negotiated and completed pursuant to which the Company would
acquire a target company with an operating business with the intent of
continuing the acquired company's business as a publicly held entity.
AAG is a diversified producer of aluminium extrusions and manufactured
parts located in the United Kingdom. Formed in October 2003, AAG brought
together several well-established companies in order to provide complete
one-stop aluminium extrusion services. AAG operates through the following wholly
owned subsidiaries:
Seco Aluminium Limited. Since 1965, Seco Aluminium Limited ("Seco") has
been a leading provider of aluminium extrusion design and production services
and specializes in meeting just-in-time delivery schedules. Seco provides
complete supply-chain management including component design, fabrication,
warehousing and delivery. Seco currently has about 130 employees. AAG acquired
Seco in October 2003.
WHJ Fagg and Son. WHJ Fagg and Son ("Fagg"), formed in 1965, provides
precision engineering, tool making and volume production of machined aluminium
components primarily for the automotive industry. Fagg currently has about 60
employees. AAG acquired Fagg in January 2004.
Extrusions Direct. Extrusions Direct, a division of Seco, specializes
in extrusion design, aluminium forming and machining, and aluminium welding and
provides complete product manufacturing, assembly, warehousing and delivery.
Climatix. Climatix specializes in the architectural design and
manufacturing of heating and ventilating air conditioning systems.
Aluminium is a high strength, lightweight, corrosive resistant,
structural material that continues to replace steel, wood and other traditional
materials due to its design versatility, low cost tooling and recycling ability.
Aluminium extrusions are used by AAG's customers in a variety of products and
industries including aerospace, automotive, hospitals, railway coaches and
architectural applications (doors, windows and conservatories).
AAG's companies are ISO accredited and its facilities are located in
Essex, United Kingdom. It is presently negotiating for the purchase of a new
factory in the Czech Republic in order to supply new and existing clients whose
manufacturing facilities are located in the Czech Republic and southern Poland.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
None
(b) Pro forma financial information.
None
(c) Exhibits.
2.1 Share Exchange Agreement by and between Sunningdale,
Inc., Keating Reverse Merger Fund, LLC, Advanced
Aluminium Group Limited, and the stockholders of
Advanced Aluminium Group Limited dated September 22,
2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Sunningdale, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SUNNINGDALE, INC.
Date: September 22, 2004 By:
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Kevin R. Keating, President and
Sole Director