UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 2, 2016
GOODMAN NETWORKS INCORPORATED
(Exact name of registrant as specified in its charter)
| | | | |
| Texas | | 333-186684 | | 74-2949460 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
2801 Network Boulevard, Suite 300 Frisco, TX | | 75034 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(972) 406-9692
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)) |
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2016, Goodman Networks Incorporated (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Dycom Industries, Inc. (“Dycom”), pursuant to which the Company sold certain assets to Dycom, and Dycom assumed certain liabilities of the Company, related to the Company’s current wireless network deployment and wireline businesses (the “Assets”).
As consideration for the Assets, Dycom has agreed to pay the Company $107,500,000, subject to a customary working capital adjustment, and assume certain liabilities of the Company. The Company and Dycom each made customary representations, warranties and covenants in the Agreement. In addition, the Company agreed to certain non-competition and non-solicitation covenants. Both parties have agreed to indemnify the other party against certain losses, including losses for breaches of representations and warranties, subject to certain limitations.
The acquisition of the Assets is subject to customary closing conditions and certain other closing conditions. Subject to the satisfaction or waiver of these conditions, the closing is expected to occur by June 30, 2016.
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
On June 2, 2016, the Company issued a press release announcing the entry into the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 to Current Report on Form 8-K, the information furnished pursuant to Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| | |
Exhibit No. | | Description |
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| 99.1 | | Press release, issued June 2, 2016. |
SIGNATURES
The Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | GOODMAN NETWORKS INCORPORATED |
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| Date: June 2, 2016 | | By: | | /s/ Ron B. Hill |
| | | | Name: | | Ron B. Hill |
| | | | Title: | | Chief Executive Officer, President and Executive Chairman |
EXHIBIT INDEX
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Exhibit No. | | Description |
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| 99.1 | | Press release, issued June 2, 2016. |
