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): June 10, 2005
ATLANTIC WINE AGENCIES, INC.
(Exact name of registrant as specified in its charter)
Florida Atlantic Wine Agencies Inc. 65-1102237
Golden Cross House
8 Duncannon Street
London
WC2N 4JF
United Kingdom
(State or other jurisdiction (Address of Principal (I.R.S. Employer
of incorporation or Executive Offices) Identification No.)
organization)
Registrant's telephone number, including area code: 011 44 20 7484 5005
Item 8.01 Other Events
As a further update to our current report filed on April 6, 2005,
Atlantic Wine Agencies, Inc. ("Company") has determined that it must unwind the
Share Exchange Agreement, effective as of September 14, 2004 (the "Exchange
Agreement"), by and between the Company, on the one hand, and Dominion Wines
Ltd, ACN 087183739 ("Dominion") and Dominion Estates Pty Ltd, ACN 072221375
("Estates"; Estates and Wines are hereinafter sometimes collectively referred to
as the "Dominion Estates Group") on the other hand.
As we have earlier disclosed, on or about April 4, 2005 Estates was placed into
voluntary administration in Australia and Mr. Simon-Wallace Smith was appointed
administrator by Estates' Board of Directors.
Since the filing of the administration, we have worked with management of
Estates and Dominion as well as the administrator in Australia to unwind the
Exchange Agreement as efficiently as possible. As a result of our efforts, both
parties have prepared and submitted to the administrator a fully executed
Settlement Agreement with related documents which would result in the Company
and the Dominion Estates Group being separate entities with no common management
or shareholders.
The terms of the Settlement Agreement require, among other things, that the
Company and the Dominion Estates Group return the shares of each respective
company originally delivered as consideration to the Exchange Agreement, and
that and any and all obligations of any of the parties arising from the Exchange
Agreement shall, in all respects, be deemed null and void and of no further
force and effect. In addition, the Dominion Group has agreed to arrange for the
repayment of $3,200,000 to the Company by way of the delivery of a Note to a
creditor of the Company in satisfaction of the Company's obligation to such
creditor. Such repayment is being made in order to return sums originally
advanced by the Company pursuant to the Exchange Agreement to satisfy former
bank obligations of Estates. The parties have further agreed to exchange mutual
general releases in favor of each other. Section 437F of the Australian
Corporations Act 2001 prohibits the transfer of shares in a company whilst it is
under administration without court approval. The purpose of this section is to
protect the creditors of the company during the administration.
The remaining mechanical steps of the settlement are anticipated to occur in the
next few days. Pursuant to the same, the administrator will apply to the Federal
Court of Australia for approval of the unwind transaction. We believe that such
approval is likely and should occur within the next 30 to 45 days. However,
there can be no assurances that such Court will approve our application.
Nevertheless, we will continue to update the public as material events unfold.
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.
Atlantic Wine Agencies, Inc.
Date: June 10, 2005
/s/ Adam Mauerberger
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Mr. Adam Mauerberger, President