UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
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)
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
2.01: Completion of Acquisition or Disposition of Assets.
In
a
Current Report on Form 8-K filed with the Securities and Exchange Commission
on
August 19, 2008 (the “initial 8-K”), Emtec Global Services LLC, a wholly owned
subsidiary of Emtec, Inc. (the “Company”) reported that it had completed its
acquisition of all the outstanding stock of eBusiness Application Solutions,
Inc. (“eBAS”), Aveeva, Inc. (“Aveeva”) pursuant to the Stock Purchase Agreement
dated August 13, 2008. This Form 8-K/A amends and supplements the initial 8-K
and is being filed solely to provide the financial information set forth below
under Item 9.01.
Item
9.01: Financial Statements and Exhibits.
(a)
Financial
Statements of Businesses Acquired
The
following audited financial statements of Aveeva are included in this Form
8-K/A
as Exhibit 99.3 and are incorporated herein by reference:
(i)
Independent
Auditor’s Reports
(ii)
Balance
Sheets at December 31, 2007 and 2006
(iii)
Statements
of Income for the years ended December 31, 2007 and 2006
(iv)
Statements
of Changes in Stockholder’s Equity the years ended December 31, 2007 and
2006
(v)
Statements
of Cash Flows for the years ended December 31, 2007 and 2006
(vi)
Notes
to
Financial Statements
The
following audited financial statements of eBAS are included in this Form 8-K/A
as Exhibit 99.4 and are incorporated herein by reference:
(i)
Independent
Auditor’s Reports
(ii)
Balance
Sheets at December 31, 2007 and 2006
(iii)
Statements
of Income for the years ended December 31, 2007 and 2006
(iv)
Statements
of Changes in Stockholder’s Equity the years ended December 31, 2007 and
2006
(v)
Statements
of Cash Flows for the years ended December 31, 2007 and 2006
(vi)
Notes
to
Financial Statements
The
following interim unaudited financial statements of Aveeva are included in
this
Form 8-K/A as Exhibit 99.5 and are incorporated herein by reference:
(i)
Balance
Sheets at June 30, 2008 and December 31, 2007
(ii)
Statements
of Income for the six months ended June 30, 2008 and 2007
(iii)
Statements
of Cash Flows for the six months ended June 30, 2008 and 2007
(iv)
Notes
to
Financial Statements.
The
following interim unaudited financial statements of eBAS are included in this
Form 8-K/A as Exhibit 99.6 and are incorporated herein by reference:
(i)
Balance
Sheets at June 30, 2008 and December 31, 2007
(ii)
Statements
of Income for the six months ended June 30, 2008 and 2007
(iii)
Statements
of Cash Flows for the six months ended June 30, 2008 and 2007
(iv)
Notes
to
Financial Statements.
(b)
Pro Forma Financial Information
The
following pro-forma financial information are included in this Form 8-K/A as
Exhibit 99.7 and are incorporated herein by reference:
(i)
Unaudited Pro-Forma Combined Condensed Balance Sheet at May 31,
2008
(ii)
Unaudited Pro-Forma Combined Condensed Statement of Income for the nine months
ended May 31, 2008
(iii)
Unaudited Pro-Forma Combined Condensed Statement of Operations for the year
ended August 31, 2007
(iv)
Notes to Unaudited Pro-Forma Combined Condensed Financial
Statements.
(c)
Exhibits
The
following exhibit is filed herewith:
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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99.3
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Audited
Financial Statements of Aveeva, Inc.
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99.4
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Audited
Financial Statements of eBusiness Application Solutions,
Inc.
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99.5
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Unaudited
Financial Statements of Aveeva, Inc.
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99.6
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Unaudited
Financial Statements of eBusiness Applications Solutions, Inc.
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99.7
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Unaudited
Pro-Forma Financial Information
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*
Previously filed with Current Report on Form 8-K filed with the Securities
and
Exchange Commission on August 19, 2008.
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:
October 29, 2008
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By:
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/s/
Stephen C. Donnelly
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Name
: Stephen C. Donnelly
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Title : Chief Financial
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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99.3
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Audited
Financial Statements of Aveeva, Inc.
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99.4
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Audited
Financial Statements of eBusiness Application Solutions,
Inc.
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99.5
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Unaudited
Financial Statements of Aveeva, Inc.
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99.6
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Unaudited
Financial Statements of eBusiness Applications Solutions, Inc.
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99.7
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Unaudited
Pro-Forma Financial Information
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*
Previously filed with Current Report on Form 8-K filed with the Securities
and
Exchange Commission on August 19, 2008.
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