CAPSTONE COMPANIES, INC. (OTCMKTS:CAPC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into Material Definitive Agreement.
Directors of Capstone Companies, Inc., a Florida corporation,
(“Company”) approved an Investment Banking Agreement, dated
March 1, 2017, (“Agreement”) with Wilmington Capital
Securities, LLC, a limited liability company organized under the
laws of the State of New York, located in Garden City, New York
and a registered broker-dealer under the Securities Exchange Act
of 1934, (“Wilmington”). The Company’s Chief Executive Officer
signed the Agreement on March 1, 2017.
obtain outside assistance in finding and considering various
possible opportunities to enhance Company shareholder value
through significant corporate transactions or through funding
expansion and/or diversification of the Company’s primary
business lines. The Agreement is merely one aspect of the
Company’s overall, current strategic planning and related
efforts to explore the full spectrum of possible options to
improve the Company’s business and financial performance. As of
the date of this Current Report on Form 8-K, the Company’s Board
of Directors has not decided on or made any commitment to a
specific kind of strategic transaction or a specific strategic
plan to pursue, and the Company’s Board of Directors is not
considering any specific strategic transaction.
the Company as its exclusive financial advisor in identifying and
evaluating various strategic transactions intended to maximize
Company shareholder value. The scope of such possible strategic
transactions includes mergers and acquisitions, asset
acquisitions or sales and funding through the issuance of Company
securities. The Agreement has an initial six-month term and
renews for additional, consecutive six month terms if not
terminated prior to a term renewal by the Company or Wilmington.
Wilmington is receiving a cash retainer fee of $80,000, payable
in monthly installments, in the first six-month term and a
reduced cash retainer fee of $45,000, payable in monthly
installments, in the first renewal of the initial six term.
consummated strategic transaction introduced by Wilmington under
the Agreement. The transaction fee is based on the following
Lehman Scale:
|
Transaction Consideration
|
Wilmington Fee %
|
||||
|
$0 – $5,000,000
|
8%
|
||||
|
$5,000,001 – $10,000,000
|
7%
|
||||
|
$10,000,001 – $15,000,000
|
6%
|
||||
|
$15,000,001 – $20,000,000
|
5%
|
||||
|
$20,000,000
|
4%
|
whereby Company indemnifies Wilmington as a financial advisor on
identification of possible strategic transactions and related
advisory services.
transaction fee. There is no equity interest component of
Wilmington’s compensation under the Agreement.
in that Wilmington will be the exclusive outside financial
advisor for identification of strategic transactions for the
duration of the Agreement. The Agreement does not obligate the
Company to pursue, negotiate or consummate any separate agreement
or strategic transaction.
not purport to be complete.
About CAPSTONE COMPANIES, INC. (OTCMKTS:CAPC)
Capstone Companies, Inc. (CAPC) is a holding company. The Company designs and manufactures a line of specialty power failure lighting solutions and other specialty consumer products for the North American and Global retail markets through its operating subsidiary. Its product line consists of consumer lighting products, including power failure multi-function handheld lights, power failure multi-function nightlights and wall-plates, decorative nightlights, wireless motion sensor lights, remote control battery powered accent lights and remote control outlets. Its products are sold under Capstone Industries, Inc. (CAPI) brand name, Capstone Lighting, and also under a licensed brand. The Company oversees the manufacturing of its products through its three operating subsidiaries: CAPI, Capstone International H.K Ltd. (CIHK) and Capstone Lighting Technologies, Inc. (CLTL). The Company is focused on establishing relationships with international, national and regional retailers. CAPSTONE COMPANIES, INC. (OTCMKTS:CAPC) Recent Trading Information
CAPSTONE COMPANIES, INC. (OTCMKTS:CAPC) closed its last trading session up +0.016 at 0.460 with 20,958 shares trading hands.
