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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)
JULY 31, 2006
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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)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 31, 2006, Taverniti So Jeans, LLC ("Taverniti"), a wholly-owned
subsidiary of Blue Holdings, Inc. (the "Registrant"), entered into an
Assignment, Assumption and Amendment Agreement with Caitac International, Inc.,
a corporation organized under the laws of Japan ("Caitac"), and Blue Concept,
LLC, a California limited liability company ("Blue Concept"), pursuant to which
Blue Concept assigned to Taverniti its rights under that certain International
Distribution Agreement dated as of May 1, 2005, between Blue Concept and Caitac.
Under the terms of the International Distribution Agreement, Blue Concept,
on behalf of Taverniti, granted to Caitac for a term of 42 months the exclusive
right to distribute products under the brand name "Taverniti So Jeans" in the
territory of Japan. The International Distribution Agreement automatically
renews for additional 3-year terms unless either party provides notice to the
other of termination thereof or the International Distribution Agreement is
terminated by mutual written consent of the parties thereto. Caitac's purchase
price for products and salesman samples under the brand name "Taverniti So
Jeans" under the International Distribution Agreement is at a discount to the
then current United States wholesale price of such products.
Blue Concept also agreed to supply Caitac with samples of all sales aids
produced in connection with products under the brand name "Taverniti So Jeans"
for use by Caitac in drafting sales aids for marketing in Japan and to provide
Caitac with access to technical, sales and service personnel to such degree as
Blue Concept deems appropriate.
In addition, Blue Concept granted to Caitac a right of first refusal to
distribute products under the brand name "Taverniti So Jeans" in East Asia,
including without limitation, the People's Republic of China, the Republic of
Korea (South Korea), the Republic of China (Taiwan), Singapore, Malaysia,
Vietnam, Indonesia and the Philippines.
Caitac agreed to use its best efforts to achieve minimum sales levels
during the term of the International Distribution Agreement.
Blue Concept is co-owned by Paul Guez, the Registrant's Chairman, Chief
Executive Officer and President, and majority shareholder. The Assignment,
Assumption and Amendment Agreement was approved by a majority of the
Registrant's Board of Directors, including all of its independent directors.
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: August 4, 2006 By: /s/ Patrick Chow
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Patrick Chow, Chief Financial Officer
and Secretary