Form 8-K/A for CAR CHARGING GROUP, INC.

Form 8-K/A for CAR CHARGING GROUP, INC.

3-Feb-2010

Entry into a Material Definitive Agreement, Completion of Acquisition


Item 1.01 Entry Into Material Definitive Agreement

Share Exchange Agreement

As more fully described in Item 2.01 below, on December 7, 2009, we entered into a Share Exchange Agreement (the "Share Exchange Agreement") by and between New Image Concepts, Inc., a Nevada corporation (the "Company") and Car Charging, Inc., a Delaware corporation ("Car Charging"). The closing of the transaction (the "Closing") took place on December 7, 2009 (the "Closing Date").

At Closing, pursuant to the majority consent of our board of directors and shareholders, we (i) approved an amendment to our Articles of Incorporation changing our name to Car Charging Group, Inc.; and (ii) approved the authorization of 20,000,000 shares of preferred stock of the Company. Additionally, we filed a Certificate of Designation with the state of Nevada designating rights to the authorized preferred stock of the Company (the "Series A Convertible Preferred Stock"), attached hereto as Exhibit 3.2.

Pursuant to the Share Exchange Agreement, we issued 50,000,000 shares of our common stock to the shareholders of Car Charging, representing 66.8% of the Company's issued and outstanding stock and 10,000,000 Series A Convertible Preferred Stock, which is more fully discussed in Item 2.01 of this Current Report.

This transaction is more fully discussed in Item 2.01 of this Current Report. This brief discussion is qualified by reference to the provisions of the Share Exchange Agreement which is attached in full to this Current Report as Exhibit 2.1.

Financing Transaction

In connection with the closing of the Share Exchange Agreement, on December 7, 2009, we entered into a Subscription Agreement for the sale of units of securities of the Company aggregating $920,000 (the "Subscription Agreement"), attached hereto as Exhibit 4.1. Each unit of securities consist of: one (1) share of Company common stock, $0.001 par value per share (the "Common Stock"); and (ii) a Class A warrant (the "Warrant") to purchase an additional number of shares equal to 100% of the Common Stock with an exercise price of $0.60/share. The purchase price is $0.30 per unit. The Subscription Agreement and Warrant shall be referred to as the "Financing Documents."

The financing closed simultaneously with the Share Exchange Agreement and the Company issued 3,066,665 shares of common stock and warrants to the subscribers (collectively, the "Investors").



Item 2.01 Completion of Acquisition and Disposition of Assets

CLOSING OF SHARE EXCHANGE AGREEMENT

On the Closing Date, pursuant to the Share Exchange Agreement, the shareholders of Car Charging exchanged 1,000 shares of common stock of Car Charging, representing 100% of the issued and outstanding stock of Car Charging, for: (i) 50,000,000 newly issued shares of the Company's common stock, par value $0.001 per share, representing 66.8% of the Company's issued and outstanding common stock; and (ii) 10,000,000 shares of our Series A Convertible Preferred Stock.

Simultaneous to the Closing and pursuant to the majority consent of the Company's board of directors and shareholders, the Company changed its name to Car Charging Group, Inc. and approved the authorization of 20,000,000 shares of preferred stock of the Company and approved a 6.6-for-1 forward split of our common stock, which was declared effective by FINRA on October 22, 2009.

Pursuant to the terms of the Share Exchange Agreement, Belen Flores agreed to cancel 277,200,000 shares of the Company's common stock held in her name.

Additionally, simultaneous to the Closing, we closed on a financing transaction in the aggregate amount of $920,000 and issued 3,066,665 shares of common stock and warrants to be exercised into 3,066,665 shares of common stock to certain accredited investors.

As more fully described in Item 5.02 below, on the Closing Date, Belen Flores, the sole officer and director of the Company, resigned from all positions held and we simultaneously appointed executive officers and three members of the Board of Directors of the Company. The Board of Directors now consists of three members, each serving terms until a vote can take place at the next annual meeting of the Company, pursuant to the By-laws of the Company.

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BUSINESS

General

We intend to be an owner, provider and servicer of electric car charging stations to building owners, parking garages, municipalities, sporting venues
(e.g. football and baseball stadiums, as well as basketball and hockey arenas)
and ultimately to provide the ability for the EV owner to have charging services in public areas on our network. Our Company provides and installs car charging stations at public locations at no cost to the landowner. Further, our Company is able to facilitate the purchase of a car charging station through our subsidiary, eCharging Stations, LLC. We anticipate such sales will generate continuous income for our Company. We plan on subcontracting to certain approved local vendors the actual installation work and maintenance of the charging stations.

While the electric vehicle industry is still in a developmental phase, our Company firmly believes that it is important to be at the forefront of infrastructure development of the industry. In order for electric vehicles to become a mainstream reality, charging stations need to be in place and readily available.

. . .


Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the Share Exchange Agreement, on December 7, 2009, we issued 50,000,000 shares of our common stock to the shareholders of Car Charging, Inc., in exchange for the shares held by these shareholders pursuant to the Share Exchange Agreement. Such securities were not registered under the Securities Act of 1933. The issuance of these shares was exempted from registration pursuant to
Section 4(2) of the Securities Act of 1933. We made this determination based on the representations that the Car Charging Shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that the Car Charging Shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents and not with a view to the resale or distribution thereof, and that the Car Charging Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

As referenced in Item 1.01, the Company entered into a financing transaction with certain accredited investors. Pursuant to the financing, we sold units of securities that consisted of an aggregate of 3,066,665 shares of common stock and warrants exercisable into 3,066,665 shares of common stock for a total purchase price of $920,000 or $0.30/unit. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.



Item 5.01 Changes in Control of Registrants

As more fully described in Item 2.01, on December 7, 2009, pursuant to the terms of the Share Exchange Agreement, the shareholders of Car Charging acquired a total of (i) 50,000,000 shares of our issued and outstanding common stock and
(ii) 10,000,000 newly-issued shares of our issued and outstanding Series A Preferred Stock. Further, the resigning officer of the Company agreed to cancel 277,200,000 shares of common stock. As such, immediately following the Share Exchange Agreement, the shareholders of Car Charging, Inc. held approximately 66.8% of the voting power of our outstanding common stock and 100% of the voting power of our outstanding Series A Preferred Stock. Reference is made to the disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference.

As more fully explained in Item 5.02, in connection with the Closing of the Share Exchange Agreement, Belen Flores, our former Chairman of the Board of Directors and Chief Executive Officer, resigned from these positions and all other positions held in the Company and agreed to cancel the 277,200,000 shares previously owned.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a) Resignation of Directors

Effective December 7, 2009, Belen Flores resigned as the chairman and the sole member of our board of directors. His resignation was not the result of any disagreements with us on any matters relating to our operations, policies and practices.

(b) Resignation of Officers

Effective December 7, 2009, Belen Flores resigned as our Chief Executive Officer and all other offices that he held. His resignation was not the result of any disagreements with us on any matters relating to our operations, policies and practices.

(c) Appointment of Directors

Effective December 7, 2009, the following persons were appointed as members of the Board of Directors:

Name Age Principal Positions With Us
Andy Kinard 44 Director
Richard Adeline 65 Director


Michael Bernstein 40 Director

The business background descriptions of the newly appointed directors are as follows:

Andy Kinard, President, Director

Mr. Kinard graduated from Auburn University in 1987. His first employer was Florida Power & Light ("FPL") where he worked for 15 years. In his early years, his focus was on engineering. During his tenure, he performed energy analysis for large commercial accounts, and ultimately became a Certified Energy Manager. Simultaneously, Mr. Kinard was assigned to FPL's electric vehicle program. FPL had their own fleet of electric vehicles that they used to promote the technology.

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He spent several years marketing renewable energy in Florida and was a Guest Speaker at the World Energy Congress. He also served on the Board of Directors of the South Florida Manufacturing Association for 4 years.

For the last year Mr. Kinard has been selling electric vehicles in Florida. He has City, County, and State contacts throughout Florida, and has attended every car show, and green fair in the State.

Richard Adeline, Chief Financial Officer, Treasurer, Director

Since 1984, Richard has been in practice as a CPA in Florida specializing in financial planning, tax preparation and business consulting for both public and non-public companies. Richard is well versed in the reporting requirements for public companies.

Prior to forming his own practice, Richard served as an Audit Manager at Arthur Andersen and Coopers & Lybrand (PriceWaterhouseCoopers), as well as the CFO of Insurance Exchange of the Americas, Inc. He is a licensed CPA in the states of Florida and New York and is a registered Financial Advisor that holds both Life and Health Insurance licenses, as well as various FINRA certifications (Series 7, 63 and 65). Mr. Adeline is a graduate of the City University of New York (Hunter College) in 1965 with a BS in Accounting.

Michael Bernstein, General Counsel, Director

Mr. Bernstein is a graduate of New York University and Brooklyn Law School.
Since 1996, he has been practicing law and is currently admitted in the state and federal courts of Florida, New York and New Jersey. Mr. Bernstein maintains his law practice in Miami Beach, Florida in the areas of corporate and business transactions, real estate and commercial litigation. Through his law firm, Mr. Bernstein serves as independent corporate counsel for several Florida based companies who transact business nationwide. In 2008, Mr. Bernstein was appointed and has served as a member of the Community Development Advisory Board (CDAC) of the City of Miami Beach.

. . .


Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Share Exchange Agreement, on December 7, 2009 we filed with the Secretary of State for the State of Nevada a Certificate of Amendment to our Certificate of Incorporation changing our name to "Car Charging Group, Inc." to better reflect our business plan. A copy of the Certificate of Amendment to Articles of Incorporation is attached hereto as Exhibit 3.1.

On December 7, 2009, we filed with the Secretary of State for the State of Nevada a Certificate of Amendment to our Certificate of Incorporation designating the rights of our Series A Convertible Preferred Stock. A copy of the Certificate of Designation for our Series A Convertible Preferred Stock is attached hereto as Exhibit 3.2.



Item 5.06 Change in Shell Company Status.

As described in Item 1.01 of this Form 8-K, on December 7, 2009, we entered into the Exchange Agreement and consummated the Share Exchange, pursuant to which we acquired all of the issued and outstanding common shares of Car Charging, Inc. in exchange for the issuance of the Company's Common Stock and Series A Convertible Preferred Stock to the shareholders of the Car Charging, Inc.

As a result of the Share Exchange, the shareholders of Car Charging, Inc. exchanged 1,000 shares of common stock of Car Charging, representing 100% of the issued and outstanding stock of Car Charging, Inc. for: (i) 50,000,000 newly issued shares of the Company's common stock, par value $0.001 per share, representing 66.8% of the Company's issued and outstanding common stock; and
(ii) 10,000,000 shares of our Series A Convertible Preferred Stock.

As the result of the consummation of the Share Exchange, we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.



Item 8.01 Other Events

On September 29, 2009, the Company's Board of Directors approved a 6.6-1 forward stock split (the "Forward Split") of the Company's issued and outstanding common stock with a record date of October 22, 2009. The Forward Split is only for the Company's issued and outstanding shares and not its authorized shares. The Forward Split occurred prior to the Closing of the Share Exchange so all shares listed in this Form 8-K are post-Forward Split.

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Item 9.01 -Financial Statements and Exhibits

Exhibit Description
Number
2.1 * Share Exchange Agreement by and among New Image Concepts, Inc.
and Car Charging, Inc.
3.1 * Amendment to Certificate of Incorporation changing name to Car
Charging, Inc., increasing the number of preferred shares
authorized to 20,000,000 shares, filed with the Secretary of
State of the State of Nevada on December 7, 2009
3.2 * Certificate of Designation designating the rights of the
Series A Convertible Preferred Shares
4.1 * Subscription Agreement
4.2 * Form of Warrant


* Filed as exhibits to the Form 8-K filed with the SEC on December 11, 2009.