Item 1
THE FRANCHISOR, ANY PARENTS,
PREDECESSORS AND AFFILIATES
DryJect Services, LLC, an Illinois limited liability company, is offering prospective Franchise Owners the
opportunity to operate a DryJect� Franchised Business (the "Franchised
Business") according to the terms described in this Disclosure Document.
To simplify the language in this Disclosure Document, the terms,
"We", "Us", "Our", "the Company",
"DryJect�", or "DryJect� Services means DryJect Services, LLC,
the franchisor, (but not the Company''s members, managers, officers, directors,
agents or employees). "You" or "Franchise Owner" means the
person or entity that buys a franchise from us. If you are a corporation,
partnership, limited liability company or other entity, our Franchise Agreement
also will apply to your owners, officers, directors, partners, managers and
members. Unless otherwise indicated, the term "Franchised Location"
or "Franchised Business" means a franchised DryJect� business.
The Franchisor, its
Predecessors and its Affiliates. We are an Illinois limited liability company formed on
June 8, 2006 and conduct our business under the name "DryJect� and
DryJect� Services". We do not conduct business under other names. Our
principal business and mailing address is 121 Bowne Road,, Wayside, New Jersey 07712. Our agents for service of process are disclosed in Exhibit B.
On January 31, 2008, Peter van
Drumpt and Christopher des Garennes acquired all of the membership interest in
us and our affiliate DryJect, LLC from Profile Products LLC, reversing the
acquisition detailed below. In the same transaction DryJect Manufacturing, LLC,
an affiliate of Profile Products LLC sold its inventory of parts, consigned
equipment and assigned the intellectual property to our affiliate TPMURD, Inc,
formerly Advanced Agro Technology, Inc., a Delaware corporation
("AAT"). On February 27, 2008, TPMURD, Inc. changed its name to
DryJect, Inc.
On June 2, 2006 our
predecessor, Profile Franchise Acquisition Company, LLC, a New Jersey limited
liability company now known as DryJect Services, LLC ("Predecessor
I") , a wholly owned subsidiary of Profile Products LLC, acquired
substantially all of the assets (including all franchise agreements) of DryJect
LLC, a New Jersey limited liability company, now known as TPMURD, LLC
("Predecessor II") and an affiliate of Predecessor I, Profile
Acquisition Company, LLC, a Pennsylvania limited liability company now known as
DryJect Manufacturing, LLC ("DryJect Manufacturing") acquired
substantially all of the assets of Predecessor II''s affiliate, AAT. Predecessor
I''s principal business and mailing address is 121 Bowne Road, Suite 440, Wayside, New Jersey 07712 and it has not previously conducted the type of business to be
operated by you or engaged in the sale of Franchised Businesses. Predecessor II
has conducted the type of business offered to you and was engaged in the sale
of Franchised Businesses from May 2001 through June 1, 2006. Predecessor II''s
principal business and mailing address is 121 Bowne Road, Wayside, New Jersey 07712. AAT''s principal place of business and mailing address is307 Lincoln Avenue , Hatboro, Pennsylvania 19040. AAT previously conducted the type of business
offered to you from May 1998 until June 2006, but has not engaged in the sale
of Franchised Businesses. On July 14, 2006 Predecessor I merged into the
Company, with the Company being the surviving entity.
Our affiliate, DryJect, Inc.,
a Delaware corporation was organized in May 1998 and has a principal place of
business located at 307 Lincoln Avenue, Hatboro, Pennsylvania 19040.
DryJect
Services LLC -8-08.0331
DryJect, Inc. manufactures
certain proprietary equipment that you must purchase from us prior to opening
the Franchisee! Business. You may also be required to continue to purchase certain
proprietary equipment, parts and supplies on an on-going basis from DryJect,
Inc. or us to properly operate the Franchised Business. The proprietary
equipment manufactured and sold by DryJect, Inc. includes DryJect� machines and
certain parts. DryJect, Inc. has not conducted the type of business offered to
you.
Our affiliate, DryJect, LLC, a
Pennsylvania limited liability company was organized on May 2, 2006 and has a
principal place of business located at 307 Lincoln Avenue, Hatboro, Pennsylvania 19040. DryJect, LLC operates in a similar fashion as the Franchised
Business described in this Disclosure Document. We anticipate that each person
who purchases the Franchised Business will operate in a similar manner as
DryJect, LLC''s business operation.
The Company and its affiliates
may, in the future, become approved vendors of additional proprietary and
non-proprietary equipment, products, or supplies.
The Company''s Business. The Company offers and sells
franchises for Franchised Businesses. These Franchised Businesses specialize in
offering a patented, unique and exclusive aeration service (the
"System"). This service allows golf course and other sports field
customers to have smooth, playable surfaces when aeration holes in turf are
filled with a top dressing (sand or soil amendments). This technology provides
greater customer satisfaction and eliminates certain costs associated with
alternative technologies. Periodically, the Company or its affiliates may also
own or operate similar businesses but, with the exception of DryJect, LLC, does
not do so at present.
DryJect� Franchise Program. Under the Franchise Agreement
(the "Franchise Agreement"), which is Exhibit D to this Disclosure
Document, the Company offers qualified purchasers the right to operate a
Franchised Business within an exclusive territory (the "Exclusive
Territory"). The Franchise Agreement gives you the right to operate the
Franchised Business under the name and mark "DryJect�" and other
marks that may be designated by the Company periodically (all referred to as
the "Marks"). You must operate according to the standards and
procedures designated by the Company, and according to the Company''s Operations
Manual (the "Manual"), within a specified Exclusive Territory (see Item 12 for details).
Regulations. There are no regulations
specific to our industry that will affect operation of your unit, other than
laws and regulations that apply to businesses generally, including federal,
state and local occupational safety and health regulations, equal employment
opportunity rules and regulations and Americans with Disabilities Act rules and
regulations. Some jurisdictions may choose to regulate vigorously these and
other laws which may adversely affect your ability to obtain the proper permits
needed to open and operate a Franchised Business.
Market Competition. The market for DryJect�
services and products includes golf courses, sports fields, parks and
recreation departments, schools, colleges and other similar turf facilities.
The Franchised Business operates throughout the year. DryJect� service
contracts are seasonal as they are performed primarily during the spring,
summer and fall, while sales and marketing activities are conducted in the
winter. If you open a Franchised Business, your competition will include other
businesses offering similar products and services to the general public,
including traditional aeration companies and the staff of certain potential
customers, such as golf course and sports field personnel and, possibly,
contractors using DryJect� machines previously sold by AAT.
Prior Business Experience
of Franchisor, its Predecessors and Its Affiliates. We have been engaged in the
sale of franchises to operate Franchised Businesses since July, 2006. As of the
date of this Disclosure Document, there are 26 Franchised Businesses and 1
company owned business operated by DryJect, LLC) located in the United States. See Item 20 and Exhibit H (List of Franchise Owners and Former Franchise Owners)
for more details.
AAT previously sold DryJect�
machines (that are older models of the DryJect� machines to be operated by the
Franchise Owner) to contractors on an unrestricted basis. These contractors may
compete with you.
We have not offered franchises
in any other line of business. Neither DryJect Services, LLC nor any of our
affiliates have offered or granted any franchises in this or any other line of business.
Predecessor II no longer offers franchises in this or any other line of
business.
