Secured Diversified Investment Ltd 8-K mainbody
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): December 14, 2005
Secured
Diversified Investment, Ltd.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-30653
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80-0068489
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5030
Campus Drive, Newport Beach, California
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92660
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (949)
851-1069
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___________________________________________
(Former
name or former address, if changed since last
report)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered
Sales of Equity Securities
The
Option Agreement
On
April
28, 2004, we and Denver Fund I, Ltd (“Denver Fund I”) entered into a Lease
Agreement with Iomega Investments, LLC (“Iomega”) to lease the Cannery retail
shopping center located on Flamingo Road in Las Vegas, Nevada. On the same
date,
Iomega granted us and Denver Fund I an option (the “Option Agreement”) to
purchase the property commencing on May 14, 2004 for total consideration of
$5,950,000. The $5,950,000 included an assumption of the first mortgage on
the
property in the principal amount of $4,100,000, and a balance of $1,850,000
to
be paid partially by us and partially by Denver Fund I.
We
and
Denver Fund I exercised our right under the Option Agreement to purchase the
property from Iomega. For our portion of the purchase price, we delivered to
Iomega 250,000 shares of our Series C Preferred Stock (valued between the
parties at $3.00 per share) and a two-year promissory note in the principal
amount of approximately $155,000 (the “Promissory Note”), bearing interest at an
annual rate of 7%. The principal amount of the Promissory Note was payable
$50,000 at the six month anniversary, $50,000 at the 12 month anniversary and
the remainder at maturity.
Amended
Terms
On
December 14, 2005, we amended the terms of our portion of the purchase price
with Iomega, and agreed to retire the Promissory Note in favor of Iomega by
paying $40,000.00 immediately in lieu of paying $55,000.00 at maturity. We
further agreed to convert Iomega’s 250,000 shares of Series C Preferred Stock
into shares of our Common Stock as described below.
Conversion
of Preferred Shares
Following
a letter request made by Iomega to convert its 250,000 shares of Series C
Preferred Stock into shares of Common Stock, we requested our transfer agent,
Fidelity Transfer Company, to issue 15,000,000 shares of Common Stock to Iomega,
trading at $0.05 per share, in exchange for Iomega’s 250,000 Series C Preferred
Stock, which we valued at $3.00 per share in the Option Agreement.
Our
issuance of Common Stock converted from Series C Preferred Stock is exempt
from
registration pursuant to an exemption from registration provided by Section
4(2)
of the Securities Act of 1933, as amended. Iomega was given adequate information
about our company to make an informed investment decision. We did not engage
in
any general solicitation or advertising. We requested that our stock transfer
agent affix the appropriate restrictive legend to the stock certificate. Because
the issuance of these shares resulted from the conversion of Series C Preferred
Stock, none of the securities were sold through an underwriter, and accordingly,
there were no underwriting discounts or commissions involved. No registration
rights were granted to Iomega in connection with the conversion.
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.01 Changes
in Control of Registrant
Pursuant
to the amended terms of our portion of the purchase price with Iomega, as
described above in Item 3.02 and incorporated herein by reference, we issued
15,000,000 shares of our Common Stock to Iomega, which now holds 48.97% of
the
outstanding shares and therefore has substantial voting control of our
company.
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure
of Directors of Principal Officers; Election of Directors; Appointment of
Principal Officers
Appointment
On
January 2, 2006, our board of directors appointed Dr. Peter Richman to serve
as
a member of the board of directors and shall serve until the next annual meeting
of the shareholders or until removed by other action as allowed by the corporate
bylaws. Dr. Richman will also serve on our audit committee.
Certain
Relationships and Related Transactions
Except
as
disclosed below, neither Dr. Richman, nor any members of his immediate family
(including spouse, parents, children, siblings, and in-laws) has any material
interest, direct or indirect, in any transaction over the last two years or
in
any presently proposed transaction which, in either case, has or will materially
affect us.
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
January 21, 2006, and effective on that date, we amended four sections of our
bylaws as follows:
Principal
Office
We
amended Article I, Section 1.1 (Office) of our bylaws to state that our
principal office in the State of Nevada will now be located at 3273 E. Warm
Springs, Rd., Las Vegas, Nevada 89120.
Annual
Shareholders’ Meeting
We
also
amended Article II, Section 2.1 (Annual Meetings) to state that the annual
meeting of the shareholders will be held within 90 days of our filing an annual
report to the shareholders on Form 10K or Form 10KSB, as applicable.
Board
Meeting Swing Vote
We
also
amended Article III, Section 3.8 (Manner of Acting) to state that the Chairman
of the Board of Directors will have the swing vote in the case of a tie vote
at
any meeting of the Board of Directors.
Removal
of Directors
Finally,
we amended Article III, Section 3.11 (Removals) to permit a majority vote of
the
Board of Directors to remove a Director at any meeting of the Board of
Directors.
The
text
of the First Amended Bylaws is set forth in Exhibit 3.1 to this Current Report
on Form 8-K.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01. Financial
Statements and Exhibits.
Exhibit
Number
Description
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.
Secure
Diversified Investment, Ltd.
/s/
Jan Wallace
Jan
Wallace, Chief Executive Officer
Date:
March
1, 2006