UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2006
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AVENTURA HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA
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(State or Other Jurisdiction of Incorporation)
814-00703 65-024624
(Commission File Number) (IRS Employer Identification Number)
20533 Biscayne Boulevard, Suite 1122, Miami, Florida 33180
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(Address of Principal Executive Offices)
(305) 937-2000
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(Registrant's Telephone Number, Including Area Code)
Sun Network Group, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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):
___ Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14-12)
___ 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 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 16, 2006, Aventura Holdings, Inc., a Florida corporation (the
"Company") entered into several agreements with Horvath Holdings, LLC
("Horvath"), a Michigan limited liability Company, which owns and operates
automobile dealerships and finance companies concentrating in the sub-prime
lending market. These agreements included a Securities Purchase Agreement
("SPA"), a Class A Common Stock Purchase Warrant ("Warrant"), a Registration
Rights Agreement and a Lock-Up Agreement (the "Transaction"). Such agreements
are included with this Form 8-K as Exhibits.
The parties to the SPA include the Company, Horvath and one of Horvath's
wholly-owned subsidiaries, Ohio Funding Group, Inc., a Michigan corporation
("Ohio Funding"). Pursuant to the terms of the SPA, in exchange for
contributing thirty percent (30%) of the equity of Ohio Funding with an agreed
value of one hundred thousand dollars ($100,000), Horvath received two hundred
million (200,000,000) shares of common stock of the Company.
As a part of the Transaction, the Company issued to Horvath a Warrant
exercisable for one (1) year. The Warrant enables Horvath to contribute, at any
time during the exercise period, at a fixed price per share of $.0005, the
remaining equity interests in its subsidiaries in exchange for the greater of:
(a) 2,528,443,528 shares of the common stock of the Company, or (b) that number
of shares of common stock of the Company as shall be required for Horvath to
obtain, when combined with other shares of common stock of the Company then
cumulatively held by Horvath, at least fifty-one percent (51%) of the total
fully-diluted shares of common stock outstanding of the Company on the date the
Warrant is fully exercised. The Warrant immediately grants to Horvath one (1)
Board seat designation right with respect to the Board of Directors of the
Company, and grants one (1) additional Board seat designation right, up to a
total of four (4) Board seat designations (including the original Board seat),
upon each tender of a controlling equity position in a legal entity controlled
by the Company.
The Transaction also includes a Registration Rights Agreement between
Horvath and the Company, which grants Horvath certain registration rights
concerning the shares of the Company's common stock that it received under the
SPA and those shares it will receive upon exercise of the Warrant. The Company
is obligated to effect up to two (2) demand registrations, and an unlimited
number of "piggyback" registrations, and to pay for certain expenses incurred in
connection with such registrations, for a period of five (5) years from the
Transaction closing date.
Also in connection with the Transaction, Melissa Apple, as trustee under
the Maria Lopez Irrevocable Trust UTD March 29, 2004 (the "Trust"), the current
majority shareholder of the Company, entered into a Lock-Up Agreement with
Horvath whereby the Trust agreed to refrain from transferring its shares of
common stock of the Company ("Trust Shares") to any third party, except to
certain permitted transferees, for a period of one (1) year following the
Transaction closing date and to only transfer up to a permitted amount of Trust
Shares equal to five percent (5%) of the total number of Trust Shares in each of
the following four (4) years. The Trust also granted Horvath, while the Warrant
is outstanding, full authority to vote, in person or by proxy, all of the Trust
Shares on matters submitted to the vote of Company's shareholders, including but
not limited to, the election of the Company's Board of Directors.
ITEM 5.01 CHANGES IN CONTROL OF COMPANY
Pursuant to the Transaction described more fully above in Item 1.02, a
change in control of the Company has occurred as of the Transaction closing
date, May 16, 2006, since Horvath acquired voting control of the Company.
Pursuant to the terms of the Warrant, the Trust (the Company's majority
shareholder) granted Horvath full authority to vote all of the Trust Shares
while the Warrant remains outstanding.
In addition, the Warrant grants Horvath up to a total of four (4) Board
seat designations with respect to the Board of Directors of the Company. The
Company also agreed that, at no time prior to the expiration of the Warrant,
shall the total number of directors of the Company exceed seven (7).
Following the Transaction, Horvath beneficially owns 2,959,502,446 shares
of common stock of the Company, or approximately 51% of the voting securities of
the Company, which includes: (1) 200,000,000 shares of the Company's common
stock received by Horvath in the Transaction, and (2) 2,759,502,446 shares of
the Company's common stock assuming full exercise of the Warrant as of the
Transaction closing date.
With respect to the additional information specified in Item 5.01(a)(8),
the Company hereby incorporates by reference its Form 10-K filed with the
Commission on March 30, 2006 and its Form 10-Q filed with the Commission on May
12, 2006.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On May 15, 2006, Alrene Waltzer and Anthony J. Roberts, Sr. tendered their
resignations as directors of the Company. Such resignations were acknowledged
and accepted by the Company's Board of Directors in a Joint Consent Resolution
of the Majority Shareholder and Board of Directors dated May 16, 2006. Letters
on departure of the directors are included with this Form 8-K as an Exhibit.
ITEM 8.01 OTHER EVENTS
On May 16, 2006, in a Joint Consent Resolution of the Majority Shareholder
and the Board of Directors of the Company, the Bylaws of the Company were
adopted. These Bylaws are included with this Form 8-K as an Exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Item 601 of Reg. S-B
Exhibit Number Description of Exhibit
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3.1 Bylaws
10.1 Securities Purchase Agreement
10.2 Class A Common Stock Purchase Warrant
10.3 Registration Rights Agreement
10.4 Lock-Up Agreement
17.1 Letter of Departure of Directors Arlene Waltzer
17.1 Letter of Departure of Directors Anthony Roberts
SIGNATURES
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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 thereunto duly authorized.
AVENTURA HOLDINGS, INC.
(Registrant)
Dated: May 22, 2006 By: /s/Craig Waltzer
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Craig Waltzer
Its: President