================================================================================ 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): APRIL 23, 2007 ---------- GLOBECOMM SYSTEMS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION) 000-22839 11-3225567 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 45 Oser Avenue Hauppauge, New York 11788 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (631) 231-9800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Not Applicable (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 (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 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)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 23, 2007, we entered into an Asset Purchase Agreement (the "Purchase Agreement") with Lyman Bros., Inc., a Utah corporation ("Lyman Bros."), GlobalSat, LLC, a Maryland limited liability company and a wholly-owned subsidiary of Lyman Bros. ("GlobalSat"), and Snowbird Acquisition Corp., a wholly-owned subsidiary of ours (the "Acquisition Subsidiary"). The Purchase Agreement provides for the acquisition of substantially all of the assets and the assumption of certain liabilities of GlobalSat (the "Assets") as well as the acquisition of 100% of the equity interests of Lyman Maryland Properties, LLC and Turbo Logic Associates, LLC, both Delaware limited liability companies and wholly-owned subsidiaries of Lyman Bros. (the "Companies"). Together, the Assets and the Companies comprise the GlobalSat Division of Lyman Bros. Pursuant to the terms of the Purchase Agreement, we will acquire the GlobalSat Division from Lyman Bros. for a purchase price of $18.4 million in cash, subject to certain working capital adjustments. The purchase price is anticipated to be partially funded through a $16 million acquisition term loan to be provided by Citibank, N.A. The all cash transaction is subject to the satisfaction of standard closing conditions to provide the financing described above, and is expected to close in our fiscal fourth quarter ending on June 30, 2007. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. Exhibit Number Description - -------------- ------------ 99.1 Press Release, dated April 23, 2007, entitled "Globecomm Systems to Acquire GlobalSat Division of Lyman Bros., Inc." SIGNATURES 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 hereunto duly authorized. GLOBECOMM SYSTEMS INC. (Registrant) By: /s/ Andrew C. Melfi ---------------------------------------- Name: Andrew C. Melfi Title: Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) Dated: April 23, 2007
Globecomm Systems (GCOM) Inactive
Filed: 24 Apr 07, 12:00am