UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
OCTOBER 6, 2005
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BLUE HOLDINGS, INC.
(Exact name of registrant as specified in charter)
NEVADA
(State or other Jurisdiction of Incorporation or Organization)
000-33297 88-0450923
(Commission File Number) (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)
MARINE JET TECHNOLOGY CORP.
936A BEACHLAND BOULEVARD, SUITE 13
VERO BEACH, FL 32963
(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 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(b))
[_] 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))
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Current Report on Form 8-K may contain
statements which constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, both as amended. Those statements include statements
regarding our intent, belief or current expectations. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties, and that actual results may
differ materially from those projected in the forward-looking statements. Such
risks and uncertainties include, among other things, our ability to face stiff
competition, profitably manage our business, the financial strength of our
customers, the continued acceptance of our existing and new products by our
existing and new customers, the risks of foreign manufacturing, competitive and
economic factors in the textile and apparel markets, the availability of raw
materials, the ability to manage growth, weather-related delays, dependence on
key personnel, general economic conditions, global manufacturing costs and
restrictions, and other risks and uncertainties that may be detailed herein, or
from time to time in our other filings made with the Securities and Exchange
Commission.
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 6, 2005, Blue Holdings, Inc. (the "Company") entered into a
five-year License Agreement, effective October 5, 2005, with Yanuk Jeans, LLC
("Yanuk"). Under the terms of the License Agreement, the Company will be the
exclusive licensor for the design, development, manufacture, sale, marketing and
distribution of Yanuk's "U" brand products to the wholesale and retail trade.
The Company will pay to Yanuk a royalty of five percent (5%) of all net sales of
the licensed products and shall pay a guaranteed minimum royalty on an annual
basis as further outlined in the License Agreement. In addition, during the term
of the License Agreement, the Company has the option to purchase from Yanuk the
property licensed under the License Agreement, consisting of certain trademark
applications and a registered copyright, at the fair market value of such
property on the date of the exercise of the purchase option.
Yanuk is wholly-owned by Paul Guez, the Company's Chairman, Chief
Executive Officer and President, and a majority shareholder. The License
Agreement was approved by a majority of the Company's Board of Directors,
including all of its independent directors.
A copy of the License Agreement is attached as Exhibit 10.1 to this
Current Report on Form 8-K 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. None.
(b) PRO FORMA FINANCIAL INFORMATION. None.
2
(c) EXHIBITS.
10.1 License Agreement dated to be effective October 5,
2005, between Blue Holdings, Inc. and Yanuk Jeans,
LLC.
3
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: October 7, 2005 By: /S/ PATRICK CHOW
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Patrick Chow, Chief Financial Officer
and Secretary
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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10.1 License Agreement dated to be effective October 5, 2005,
between Blue Holdings, Inc. and Yanuk Jeans, LLC.
5