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 31,
2009
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JK ACQUISITION
CORP.
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(Exact
name of registrant as specified in its
Charter)
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Delaware
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001-32574
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87-0745202
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(State
or other jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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855 Bordeaux Way, Suite 200, Napa,
California
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94558
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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: (707)
254-8880
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4265
San Felipe, Suite 1100, Houston, Texas 77027
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
A change
in control of JK Acquisition Corp. (the "Company") occurred on December 31, 2009
when Golden Gate Homes, Inc., a privately held Delaware corporation (“Golden
Gate”), acquired from James P. Wilson and Keith D. Spickelmier, respectively,
67,738,379 and 55,472,309 shares of the Company’s common stock theretofore owned
by them separately, for an aggregate of 123,210,688 shares of common stock,
representing approximately 96.5% of the outstanding shares of the Company’s
common stock and the controlling interest in the Company. The
purchase prices paid for these shares were $171,875 to Mr. Wilson and $140,625
to Mr. Spickelmier. Steven L. Gidumal and Brandy Birtcher each own
one-third of Golden Gate, and two trusts of which Tim Wilkens is the trustee,
The Wilkens 2000 Trust and The Wilkens 2003 Trust (the “Wilkens Trusts”) own the
remaining one-third of Golden Gate. Biographical information about
Messrs. Gidumal, Wilkens and Birtcher is contained below. The funds
for the purchase of the shares came personally from Messrs. Gidumal and
Birtcher, and from the accounts of the Wilkens Trusts. Golden Gate
purchased the shares in order to pursue a business opportunity through the
Company. More information about this business opportunity will be
contained in another Current Report on Form 8-K to be filed in the
future. Messrs. Wilson and Spickelmier, on the one hand, and Golden
Gate, on the other hand, have not entered into any arrangements or
understandings with respect to the election of directors or other similar
matters, other than for Mr. Spickelmier’s agreement to continue to serve as a
Company director until the Company complies with Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 thereunder
for any subsequently elected Company directors.
In
connection with the transaction described in the preceding paragraph, the
following events occurred:
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*
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James
P. Wilson resigned from the Company’s Board of Directors, and Steven L.
Gidumal was elected to the Board to fill the newly created vacancy, to
serve along with Keith D. Spickelmier, who remains as the second
director. For more information about the new director, see
"ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS” below.
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*
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All
of the Company’s then serving officers resigned, and the Company elected
the following persons
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Officer
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Offices
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Steven
L. Gidumal
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Chairman
of the Board &
Chief
Financial Officer
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Tim
Wilkens
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Chief
Executive Officer
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Brandy
Birtcher
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President
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Basil
N. Argerson
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Senior
Vice President, Treasurer &
Secretary
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For more
information about the new officers, see "ITEM 5.02. DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS” below.
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*
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The
Company expects to propose to change its corporate name to "Golden Gate
Homes, Inc." and to effect a reverse split of the Company‘s common stock
to improve the Company’s capital structure. Further information
about these matters will be included in a filing that the Company expects
to make with the U.S. Securities and Exchange Commission (the “SEC”) in
the near future. Moreover, the Company expects to consider
adding additional members to its Board of
Directors. Information with respect to any proposed new
directors will be included in an Information Statement pursuant to Section
14(f) of the Exchange and Rule 14f-1 thereunder that the Company may make
with the SEC in the near future.
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ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Effective
December 31, 2009, James P. Wilson resigned from the Company’s Board of
Directors, and Steven L. Gidumal was elected to the Board to fill the newly
created vacancy. Mr. Wilson’s resignation was not a result of any
disagreement with the Company.
Effective
December 31, 2009, all of the Company’s then serving officers (James P. Wilson
and Keith D. Spickelmier) resigned from their respective Company
offices. None of their resignations was a result of any disagreement
with the Company. Moreover, the Company elected a new slate of
officers as indicated in the following table:
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Name
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Age
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Positions
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Steven
L. Gidumal
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52
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Chairman
of the Board &
Chief
Financial Officer
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Tim
Wilkens
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49
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Chief
Executive Officer
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Brandy
Birtcher
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56
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President
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Basil
N. Argerson
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49
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Senior
Vice President, Treasurer &
Secretary
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The
following is the background of Messrs. Gidumal, Wilkens and
Birtcher:
Steven L.
Gidumal. Since 2004, Mr. Gidumal has served as the founder,
President and Portfolio Manager for Virtus Capital, a firm based in New York
City that invests in the securities of companies in distressed and restructuring
situations, including a variety of real estate and financial
institutions. From August 2006 to August 2008, Mr. Gidumal also has
served as Co-Portfolio Manager of Resurgence Asset Management, a distressed fund
based in New York City for which he co-ran a portfolio in excess of $400
million. Mr. Gidumal earned a Bachelor of Science, Economics cum laude from the University of
Pennsylvania (Wharton Undergraduate program) and a Master of Business
Administration from Harvard Business School as a Baker Scholar (highest
honors).
Tim
Wilkens. For
the past 11 years, Mr. Wilkens has served as President of Great Western
Holdings. Great Western Holdings is a business that is the western
United States development partner for Wyndham Worldwide, and in the past has
partnered or been approved as a partner for Fairmont Hotels, Marcus Hotels and
Shell Vacations. Mr. Wilkens has been involved in residential and
commercial property development since the early 1980s. He has
developed projects in the Lake Tahoe area, Napa County and Sonoma
County. His projects have included class A office developments,
residential housing, multifamily housing, hotels, resorts and fractional
housing. Mr. Wilkens led several successful ventures that purchased
distressed real estate in Texas from 1987 to 1990. Mr. Wilkens has a
University Teaching Credential issued by the State of California and has studied
at San Jose State University and also at the University of California at
Berkeley.
Brandy
Birtcher. Since 2004, Mr. Birtcher has been the President and
sole owner of Birtcher Development & Investments, a leading West Coast
development company founded by his great-grandfather in 1939. Mr.
Birtcher began his real estate career as property manager for the family firm in
1976. Mr. Birtcher was the recipient of the Southern California
Property Owner’s Association’s “Developer of the Year” award in 1987, and the
company was the National Association of Industrial and Office Properties’
(NAIOP) “Real Estate Developer of the Year” in 1989. The firm was
also named Orange County Business Journal’s “Family Business of the Year” in
2000. Mr. Birtcher holds a Bachelor's Degree in Business/Economics
from Claremont Men's College.
Mr.
Gidumal is expected to serve initially on the Company’s Nominating and
Governance Committee. The Company’s Board of Directors has a standing
Audit Committee, but no member is currently serving on it. The
Company’s Board of Directors has not established any standing Compensation
Committee. The Board of Directors as a whole will undertake the
functions of this committee at the appropriate time. The Board of
Directors may establish a Compensation Committee whenever it believes that doing
so would benefit the Company.
The
Company has not established standard compensation arrangements for its
directors, and the compensation, if any, payable to each individual for his or
her service on the Company’s Board will be determined (for the foreseeable
future) from time to time by the Board of Directors based upon the amount of
time expended by each of the directors on the Company’s behalf.
As of the
date of this Report, the Company has not decided upon the remuneration that it
will pay to its newly elected officers. The Company does not expect to pay any
such remuneration (other than expense reimbursements) until such time as it is
able to complete a significant capital raising event to permit it to do
so. If the Company is successful in completing a significant capital
raising event, management expects that the Company will start to pay management
salaries at market levels, consistent with any restrictions on salaries imposed
by the investors providing the additional funds.
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.
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JK
ACQUISITION CORP.
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(Registrant)
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Date:
January 5, 2010
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By:
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/s/ Steven L.
Gidumal
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Steven
L. Gidumal,
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Chief
Financial Officer
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