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
March 29, 2004
Date of Report (date of earliest event reported)
AMERICAN LEISURE HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 333-48312 75-2877111
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(State or other jurisdiction (Commission File No.) I.R.S. Employer
of incorporation) (Identification No.)
Park 80 Plaza East, Saddlebrook, New Jersey 07663
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(Address of principal executive offices) (Zip Code)
(201 843 0820)
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
AMERICAN LEISURE HOLDINGS, INC.
BRIEF SUMMARY OF SECURED CONVERTIBLE NOTES AND WARRANTS
Borrower: American Leisure Holdings, Inc. (the "Company")
Co-Borrowers: Sunstone Golf Resort, Inc., a Florida corporation
American Leisure Marketing & Technology, Inc., a Florida
corporation Advantage Professional Management Group,
Inc., a Florida corporation Caribbean Leisure Marketing
Limited, an Antiguan limited company Castlechart
Limited, a United Kingdom private limited company
Credit Facility: $6,000,000 loan credit facility evidenced by a
Promissory Note in the original principal balance of
$6,000,000, with interest at the rate of 6% per annum,
due on December 31, 2008, with conversion rights for
common stock of the Company as described herein (the
"Note")
Lender: Stanford Venture Capital Holdings, Inc. ("SVCH")
Security: The Credit Facility is secured by way of (i) a second
mortgage in favor of SVCH on real estate located in Polk
County, Florida, owned by Sunstone Golf Resort, Inc., a
subsidiary of AMLH; (ii) a second mortgage in favor of
SVCH on real estate located in Polk County, Florida,
owned by Advantage Professional Management Group, Inc.,
a subsidiary of AMLH; (iii) a pledge by AMLH of all of
its issued and outstanding capital stock of American
Leisure Marketing & Technology , Inc., a subsidiary of
AMLH; (iv) a pledge from Castlechart Limited of all of
its issued and outstanding capital stock of Caribbean
Leisure Marketing Limited, a subsidiary of AMLH; (v) a
security interest in the equipment, fixtures and
proceeds thereof of American Leisure Marketing &
Technology, Inc.; (vi) a security interest in all
assets, property and rights of Caribbean Leisure
Marketing Limited; (vii) the issuance of warrants for
600,000 shares of AMLH common stock at an exercise price
of $.001 per share, expiring on December 31, 2008; and
(viii) the issuance of warrants for 1,350,000 shares of
AMLH common stock at an exercise price of $2.96 per
share, expiring on December 31, 2008.
Description of
The Note: Interest and Maturity. The Note shall mature on December
31, 2008 and bear interest at the rate of 6 % per annum,
payable quarterly in arrears
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Conversion: The Note shall be convertible into the
Common Stock of the Company at a conversion price based
on that number of shares of the Company's common stock
calculated by dividing the amount due under the Credit
Facility by $15.00
Expenses: The Company shall reimburse SVCH for all of its
reasonable costs and expenses incurred in connection
with the Credit Facility, including fees of its counsel.
Registration Rights: No later than 180 days following the closing of the
exercise of the warrants or conversion of the Note, the
Company shall file an SB-2 Registration Statement under
the Securities Act covering all of the shares of Common
Stock that may be received through the exercise of
Warrants and conversion of the Note. In the event a
filing is not made within 180 days of closing, the
Company will issue SVCH as a penalty additional warrants
equal to 10% of the warrants originally issued for every
quarter the filing is not made. The Registration Rights
Agreement shall also contain customary demand and
piggyback registration rights. The costs of the
registration statement shall be covered by the Company.
Description of
the Warrants: The Company shall issue to SVCH or its assigns Warrants
to purchase 1,950,000 shares of the Company's Common
Stock, at an average conversion price of $2.05 per
share, of which 600,000 Warrants shall have an exercise
price of $0.001 per share and 1,350,000 shall have an
exercise price of $2.96 per share. The Warrants shall be
exercisable until December 31, 2008.
Use of Proceeds: The Company will apply the net proceeds for working
capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
Various closing documents for the Credit Facility.
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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.
Dated: March 30, 2004
AMERICAN LEISURE HOLDINGS, INC.
/s/ L. William Chiles
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L. William Chiles
Chief Executive Officer
/s/ Malcolm J. Wright
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Malcolm J. Wright
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER 1 EXHIBIT
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Closing Documents Dated March 24, 2004 Secured Convertible Notes and Warrants
for American Leisure Holdings, Inc. the issuer and Stanford Venture Capital
Holdings, Inc. the purchaser.
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