- Current report filing (8-K)
07 February 2009 - 3:53AM
Edgar (US Regulatory)
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): February 2, 2009
SALON
CITY, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
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000-52749
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20-2107795
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(State
or other jurisdiction of
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Commission File Number
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(IRS
Employer Identification No.)
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incorporation or
organization)
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909
North Palm Avenue
Suite
311
West
Hollywood, California 90069
(Address
of principal executive offices)
310-358-9017
(Issuer's
telephone number)
Not
Applicable
(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 the 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 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section 1
- Registrant’s Business and Operations
Item 1.01
Entry into a Material Definitive Agreement.
(a)(1)On
February 2, 2009, Salon City, Inc. entered into an Exclusive Placement Agent
Agreement with Capital Growth Resources, Inc. (hereafter, “CGR”), with a
business address of 405 East Lexington Avenue, Suite 201, El Cajon, California.
The Company considers this a material agreement not made in the ordinary course
of its business.
There is
no material relationship between the registrant, or any of its affiliates, and
CGR or any of its affiliates to the contract, other than in respect to the
material agreement.
(2) The
material agreement provides, in pertinent part, that CGR shall serve as the
exclusive placement agent in connection with the placement of new securities
(the “Offering”) of Salon City, Inc. either alone or in conjunction with other
broker-dealers, for the purposes of expanding the financing of Salon City,
Inc.’s business and execution of its business plans.
The
Offering will consist of a “best efforts, all or none” minimum offering of
fifteen (15) Units, with each Unit consisting of fifty (50) ten percent (10%)
debentures in the principal amount of one hundred dollars ($100.00) each, and
thirty seven thousand five hundred (37,500) shares of Salon City Inc.’s
restricted common stock on a best efforts basis up to the maximum offering of
one hundred (100) Units or five hundred thousand dollars
($500,000.00).
Each
debenture consists of a one hundred dollar ($100.00) debenture note that has a
ten percent (10%) interest rate with interest payments due and payable to the
subscriber upon maturity of one year after the execution of the subscription
agreement by Salon City, Inc. Salon City, Inc. may redeem any or all of the
restricted common stock before maturity, at a price of twenty cents ($0.20) per
share, by giving fifteen (15) days written notice to the
subscriber.
The Units
shall be offered and sold by Salon City, Inc. at a price of five thousand
dollars ($5,000.00) per Unit, with a minimum purchase of one (1) Unit, or such
lesser amount as Salon City, Inc. may approve on a subscription–by–subscription
basis, with gross minimum proceeds of seventy-five thousand dollars ($75,000.00)
and gross maximum offering proceeds of five hundred thousand dollars
($500,000.00).
The Units
will be offered in reliance upon Section 4.2 and/or Rule 506 of Regulation D as
promulgated under the Securities Act of 1933, as amended, and shall be sold
solely to “Accredited Investors” as that term is defined in Rule 501 of
Regulation D.
The
agreement provides that CGR shall receive as consideration for the services to
be rendered for the placement of the Units, a cash commission of ten percent
(10%) of the aggregate gross proceeds of the Units sold, a non-accountable
expense allowance equal to two percent (2%) of the aggregate gross proceeds of
the Units sold, and a wholesaling fee of two percent (2%) of the aggregate gross
proceeds of the Units sold.
Upon
completion or amendment to this agreement, Salon City, Inc. will issue
subsequent reports on Form 8-K updating the information contained
herein.
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.
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Salon City, Inc
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(Registrant)
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Date February 6, 2009
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By:
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/s/
Steven Casciola
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Steven Casciola
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President
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