Emtec Inc/Nj - Current report filing (8-K)
19 Agosto 2008 - 2:49PM
Edgar (US Regulatory)
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): August 13,
2008
EMTEC
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-32789
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87-0273300
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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5
Greentree Center, Suite 117
Marlton,
New Jersey 08053
(Address
of principal executive offices)
(856)
552-4204
(Registrant’s
telephone number, including area code)
N/A
(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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.01: Entry into a Material Definitive Agreement.
On
August
13, 2008, Emtec Global Services LLC (“EGS”), a wholly-owned subsidiary of Emtec
Inc. (the “Registrant”), eBusiness Application Solutions, Inc. (“eBAS”), Aveeva,
Inc. (“Aveeva”) and Jessica Chopra (“Ms. Chopra”) entered into a Stock Purchase
Agreement (the “Purchase Agreement”), pursuant to which EGS agreed to acquire
all of the outstanding stock of eBAS and Aveeva from Ms. Chopra for
approximately $10.3 million. The purchase price consists of (i) cash at closing
in an aggregate amount equal to $7,313,500
and
(ii)
the potential right to receive additional cash consideration each year for
the
next three years on the anniversary of the closing if certain performance goals
are met. The purchase price may be increased or decreased pursuant to a
post-closing working capital adjustment
The
foregoing description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the Purchase Agreement. A
copy
of the Purchase Agreement is attached to this report as Exhibit 2.1 and is
incorporated by reference herein.
Item
2.01: Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 above is hereby incorporated by reference
into item 2.01 of this current report on form 8-K.
On
August
13, 2008, EGS completed its acquisition of all the outstanding stock of eBAS
and
Aveeva pursuant to the Purchase Agreement. The amount of the consideration
was
derived through arm’s length negotiations. The acquisition was funded through
borrowings under the Registrant’s credit facility with De Lage Landen Financial
Services, Inc. The closing of the acquisition was effective as of 12:01 a.m.
on
August 13, 2008.
Item
7.01: Regulation FD Disclosure
On
August
13, 2008, the Registrant issued a press release announcing the consummation
of
its acquisition of eBAS and Aveeva. A copy of the press release is attached
to
this report as Exhibit 99.1.
The
information in this report (including Exhibit 99.1) is being furnished
pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be deemed
to
be incorporated by reference in any filing under the Securities Act of 1933
or
the Exchange Act.
Item
8.01: Other Events.
On
August
13, 2008, EGS entered into an employment agreement with Ms. Chopra, President
of
both eBAS and Aveeva (the “Employment Agreement”).
Ms.
Chopra’s Employment Agreement provides for her continued employment through
August 13, 2011 at a base salary of $180,000 per year. Ms. Chopra will also
be
eligible to receive an annual bonus of up to (i) $560,000 on each of the first
and second anniversaries of the Employment Agreement and (ii) $280,000 on the
third anniversary of the Employment Agreement. Ms. Chopra will also be entitled
to participate in the Company’s employee benefits plans.
Upon
termination of Ms. Chopra’s employment, in addition to accrued but unpaid base
salary, bonus, and benefits, Ms. Chopra may be entitled to severance payments.
If such termination is by EGS without cause or by Ms. Chopra for good reason,
Ms. Chopra would be entitled to receive her base salary for a one-year period
thereafter; provided she executes and does not revoke a release of claims
against EGS.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement. A copy of the Employment Agreement is attached to this report as
Exhibit 99.2 and is incorporated by reference herein.
Item
9.01: Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
Financial
Statements will be filed by amendment within 71 calendar days after
the
date of this Form 8-K.
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(b)
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Prom
Forma Financial Information.
Pro
Forma Financial Information will be filed by amendment within 71
calendar
days after the date of this Form 8-K.
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Exhibit
Number
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Description
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2.1
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Stock
Purchase Agreement by and among Emtec Global Services LLC, eBusiness
Application Solutions, Inc., Aveeva, Inc. and Jessica Chopra
dated August
13, 2008.
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99.1
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Emtec
Inc. Press Release dated August 13, 2008.
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99.2
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Employment
Agreement between eBusiness Application Solutions, Inc. and Jessica
Chopra
dated August 13, 2008.
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SIGNATURE
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.
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EMTEC,
INC.
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Date: August
18, 2008
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By:
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/s/ Dinesh
Desai
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Name
: Dinesh Desai
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Title :
Chairman and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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2.1
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Stock
Purchase Agreement by and among Emtec Global Services LLC, eBusiness
Application Solutions, Inc., Aveeva, Inc. and Jessica Chopra dated
August
13, 2008.
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99.1
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Emtec
Inc. Press Release dated August 13, 2008.
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99.2
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Employment
Agreement between eBusiness Application Solutions, Inc. and Jessica
Chopra
dated August 13, 2008.
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