UNITED
STATES
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)
May
11, 2007
____________________________
Blue
Holdings, Inc.
(Exact
name of registrant as specified in charter)
Nevada
(State
or
other Jurisdiction of Incorporation or Organization)
|
000-33297
(Commission
File Number)
|
|
88-0450923
(IRS
Employer Identification No.)
|
| |
5804
E. Slauson Ave., Commerce, CA 90040
(Address
of Principal Executive Offices and zip code)
|
|
(323)
725-5555
(Registrant's
telephone
number,
including area code)
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:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12(b) 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))
Item
1.01 Entry into a Material Definitive Agreement.
On
May
11, 2007, Blue Holdings, Inc. (the “Registrant”) entered into a Letter of Intent
with William Adams, aka will.i.am, of the Black Eyed Peas, pursuant to which
the
parties will, within 30 days of the date of execution, enter into (i) a
co-branding agreement for the creation of a collection of premium denim and
denim-related apparel under the name “i.am Antik” or such other similar name
upon which the parties shall agree, and (ii) a joint venture agreement pursuant
to which the parties will design, develop, market, manufacture and distribute
apparel products bearing the “I.Am” trademark subject to a license agreement.
The term of each of the co-branding agreement and the joint venture agreement
shall be for five years, with the first year commencing on the execution of
the
Letter of Intent and ending on the last day of February 2008, and each year
thereafter commencing on March 1 and ending on the last day of February. Prior
to their entry into the Letter of Intent, the parties had no material
relationship with each other.
Under
the
terms of the Letter of Intent, in consideration of the design, marketing and
promotional services rendered by Mr. Adams, the Registrant will issue to Mr.
Adams as base compensation 175,000 shares of the Registrant’s common stock
within 10 days of the execution of the Letter of Intent and 81,250 shares of
the
Registrant’s common stock on each anniversary of the effective date of the
Letter of Intent for a period of 4 years, subject to the prior effectiveness
of
a registration statement on Form S-8 registering the issuance of the shares
to
Mr. Adams. Mr. Adams will also be entitled to receive up to an aggregate of
500,000 additional shares of the Registrant’s common stock upon achieving
certain milestones based on net sales.
Mr.
Adams
is permitted to terminate the co-branding agreement and/or joint venture
agreement in the event that the Registrant is delisted from the NASDAQ Capital
Market, a final and binding legal determination is made by a body with
appropriate jurisdiction that the Registrant has failed to comply with the
rules
and regulations promulgated by the Securities and Exchange Commission, or the
joint venture’s failure to launch an “I.Am” collection within 12 months from the
date of execution of the definitive joint venture agreement.
The
Registrant issued
a
press release announcing its entry into the Letter of Intent. A copy of the
press release is being furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
| (a) |
Financial
statements of business acquired.
Not applicable.
|
| (b) |
Pro
forma financial information.
Not applicable.
|
| (c) |
Shell
company transactions.
Not applicable
|
| |
99.1
|
Press
Release issued by the Registrant on May 15,
2007.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Blue Holdings,
Inc.
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
|
| |
Blue
Holdings, Inc. |
|
|
|
| Date: May
17, 2007 |
By: |
/s/ Larry
Jacobs |
| |
Larry
Jacobs, Chief Financial Officer and
Secretary |
| |
|
EXHIBIT
INDEX
| Exhibit
Number |
Description
of Exhibit
|
| 99.1 |
Press Release issued by the Registrant
on May
15, 2007. |