The second item on the Form 8-k is not going to feel positive on the surface. But upon further analysis, we're confident that reasonable minds will concur. The credit line venture entered into with TCA Global Master Fund last May never worked to the satisfaction of Hannover House. Furthermore, the structure of the UCC Security Interest held by TCA under the venture created obstacles for Hannover House to close other financing opportunities - including the banking of valuable international pre-sale agreements for major features. In order for Hannover House to proceed with the bigger projects, some sort of settlement and resolution with TCA was required - and as a means to provide the initial cash payment that TCA demanded ($150,000) - a debt-conversion arrangement was structured through Redwood Management. This resulted in the release of approx. 18-mm shares to Redwood, and the return of 10-mm shares previously held by TCA as collateral.
While the timing of this transaction arguably could not be worse - due to current low pricing in the PPS - the need to release the TCA security interest was paramount in order for Hannover House to continue forward progress on the major titles that we feel will drive the company's revenues and stature in 2015.
The remaining balance due to TCA (approx. $300,000) will be paid in cash by Hannover House from producer fees contained within existing financing contracts for two major feature productions.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September
15, 2014
_______________________________
Hannover House, Inc.
(Exact name of registrant as
specified in its charter)
_________________
Wyoming
|
000-28723
|
91-1906973
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
of
Incorporation or Organization)
|
File
Number)
|
Identification
No.)
|
1428 Chester Street, Springdale, AR 72764
(Address of Principal Executive Offices) (Zip Code)
(Address of Principal Executive Offices) (Zip Code)
479-751-4500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
f/k/a
"Target Development Group, Inc."
f/k/a
"Mindset Interactive Corp."
330 Clematis Street, Suite 217, West Palm Beach, Florida 33401
(561) 514-0936
(Former name or former address and former fiscal year, if changed since last report)
(Former name or former address and former fiscal year, 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:
X
|
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)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
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.
Hannover House, Inc. (“Company”) has entered into a theatrical
releasing and home video venture with Redbull Media House (“Redbull”) for the
motorsports feature film documentary “On Any Sunday: The Next Chapter.” Under the terms of the agreement, Redbull
shall finance the theatrical releasing costs to enable Hannover House to open
the film on approximately 260 screens beginning November 7, 2014. Company shall also release the film to DVD
and Blu-Ray home video on February 10, 2015 under terms and conditions that
are customary and consistent with other acquisitions of this caliber. The Company expects to benefit
significantly with enhanced awareness and consumer demand to see the movie,
which is expected to be driven by the media exposure, advertising and
publicity activities being funded by Redbull’s promotional and marketing
teams. The film was rated by the MPAA
on Friday, Sept. 12, and earned a “PG” rating. Theatre circuits that have offered to
support the release include AMC, Carmike, Cinemark, Malco and Regal
Entertainment Group. A promotional
website for the film has been published at:
www.OnAnySundayFilm.com
|
|
Item
1.02
|
Termination
of a Material Definitive Agreement. Hannover House, Inc. ("Company")
has terminated a corporate financing agreement that had been previously
entered into in May, 2013 with TCA Global Master Fund. Per the terms of the mutually agreed
dissolution, TCA will return to Hannover House ten-million (10,000,000)
collateral shares of common stock, and will be paid three-hundred-thousand
dollars (USD $300,000) by Hannover House over the next six months. An additional, initial payment of
approximately one-hundred-fifty-thousand dollars (USD $150,000) shall be paid
by Redwood Management, under a debt-purchase structure calling for the
release of 18,270,543 shares of common stock.
Hannover House management feels
that the dissolution and resolution of the credit facility from TCA is in the
company’s best interest. The revolving
structure and credit caps were impeding the company from pursuing other (more
traditional) forms of operating financing.
The net result to the Company's
current share structure resulting from both the termination of the TCA credit
facility is as follows:
Current Total Shares In Issue (June 30, 2014): 598,338,905
Collateral
Shares to be surrendered by T.C.A.: <10,000,000>
Shares
to Redwood for Settlement Payment:
18,270,543
Revised Total O.S After Both
Transactions: 606,609,448
|
|
Item
1.03
|
Bankruptcy
or Receivership. Not Applicable.
|
SECTION 2 — FINANCIAL INFORMATION
Item
2.01
|
Completion
of Acquisition or Disposition of Assets.
Not Applicable.
|
|
Item
2.02
|
Results
of Operations and Financial Condition.
Not Applicable.
|
|
Item
2.03
|
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant. Not
Applicable.
|
|
Item
2.04
|
Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement. Not Applicable.
|
|
Item
2.05
|
Costs
Associated with Exit or Disposal Activities.
Not Applicable.
|
|
Item
2.06
|
Material
Impairments. Not Applicable.
|
SECTION 3 — SECURITIES AND TRADING MARKETS
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing. Not Applicable.
|
|
Item
3.02
|
Unregistered
Sales of Equity Securities. Not
Applicable.
|
|
Item
3.03
|
Material
Modification to Rights of Security Holders.
Not Applicable.
|
SECTION 4 — MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL
STATEMENTS
Item
4.01
|
Changes
in Registrant’s Certifying Accountant.
Not Applicable.
|
|
Item
4.02
|
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review. Not
Applicable.
|
SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.01
|
Changes
in Control of Registrant. Not
Applicable.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. Not Applicable.
|
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. Not
Applicable.
|
|
Item
5.04
|
Temporary
Suspension of Trading Under Registrant's Employee Benefit Plans. Not Applicable.
|
|
Item
5.05
|
Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics. Not Applicable.
|
|
Item
5.06
|
Change
in Shell Company Status. Not
Applicable.
|
SECTION 6 — ASSET-BACKED SECURITIES
Item
6.01
|
ABS
Informational and Computational Material.
Not Applicable.
|
|
Item
6.02
|
Changes
in Servicer or Trustee. Not
Applicable.
|
|
Item
6.03
|
Change
in Credit Enhancement or Other External Support. Not Applicable.
|
|
Item
6.04
|
Failure
to Make a Required Distribution. Not
Applicable.
|
|
Item
6.05
|
Securities
Act Updating Disclosure. Not Applicable.
|
SECTION 7 — REGULATION FD
Item
7.01
|
Regulation
FD Disclosure. Not Applicable.
|
SECTION 8 — OTHER EVENTS
Item
8.01
|
Other
Events. Notification of Annual Meeting
of Shareholders. Notice is hereby made
|
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(a)
Financial statements of businesses acquired.
Not Applicable.
|
||
(b)
Pro forma financial information. Not
Applicable.
|
||
(c)
Shell company transactions. Not
Applicable.
|
||
(d)
Exhibits. Not Applicable.
|
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.
Date: September 15, 2014
|
Hannover House, Inc.
|
|
By
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/s/ Eric F. Parkinson
|
|
Name: Eric F. Parkinson
Title: C.E.O. |
||
INDEX TO EXHIBITS
Exhibit No.
|
Description
|
|
1
|
||
