STERLING CONSOLIDATED CORP. (OTCMKTS:STCC) Files An 8-K Entry into a Material Definitive Agreement

STERLING CONSOLIDATED CORP. (OTCMKTS:STCC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement.
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On January 10, 2019, Sterling Consolidated Corp. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with F&S Distributors, Inc. (“F&S”). to the Asset Agreement, the total purchase price was $900,000 (nine hundred thousand dollars) and is broken down in cash and stock as follows:

The purchase price for the Purchased Assets (as hereinafter defined), shall be comprised, at Closing of (a) a Three Hundred Thousand and 00/100 ($300,000.00) Dollars cash payment (the “Closing Cash Payment”) plus (b) Five Hundred Thousand Dollars and 00/100 of the Common Stock of Sterling Consolidated Corp. (the “STCC Stock Payment”). Buyer will use the average stock closing price 30 trading days prior to the Closing Date to determine the number of shares issued for the STCC Stock Payment In addition, Buyer shall make a payment in the amount of (i) Fifty Thousand and 00/100 ($50,000.00) Dollars in cash (the “12 Month Cash Payment”) on the date that is twelve (12) months from Closing Date and (ii) Fifty Thousand and 00/100 ($50,000.00) Dollars in cash (the “18 Month Cash Payment”) on the date that is eighteen (18) months from the Closing Date. The Closing Cash Payment, the STCC Stock Payment, the 12 Month Cash Payment and the 18 Month Cash Payment shall collectively be referred to herein as the “Purchase Price.”

The Company has already paid the $300,000 cash down payment and the deal is subject to a State of NJ Bulk Sales Tax Escrow Agreement which ensures tax clearance for F&S prior to the sale becoming final.

Item 7.01 Regulation FD Disclosure.

On January 17, 2019, the Company issued a press release announcing the Asset Purchase. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the websites mentioned in the press release is not a part of this current report on Form 8-K. Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

EX-10.1 2 tv511214_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   ASSET PURCHASE AGREEMENT   THIS ASSET PURCHASE AGREEMENT dated as of January 14,…
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Sterling Consolidated Corp. is a holding company. The Company operates through O-rings and rubber products segment. The Company conducts its operations through four subsidiaries: Sterling Seal & Supply, Inc. (Sterling Seal), ADDR Properties, LLC (ADDR), Q5 Ventures, LLC (Q5), and Integrity Cargo Freight Corporation (Integrity). The Company’s subsidiary, Sterling Seal, engages primarily in the distribution and sale of O-rings, rubber seals, oil seals, molded rubber parts, Teflon parts, Teflon rods, O-ring cord, bonded seals, O-ring kits and stuffing box sealant. The Company’s subsidiary, Integrity, is a freight forwarding business. Integrity is primarily responsible for transporting products the Company orders from its suppliers back to its warehouse in Neptune, New Jersey. ADDR owns real property. As of December 31, 2015, Q5 owned a 5,000 square foot facility in Apopka, Florida, which is used by Sterling Seal for its Florida operations.

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