UNITED STATES
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): October 17, 2008
Irvine Sensors Corporation
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 001-08402 | | 33-0280334 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
3001 Red Hill Avenue, Costa Mesa, California
| | 92626 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(714) 549-8211
| |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On October 17, 2008, Irvine Sensors Corporation (the “Company”) received a notice from Timothy Looney (the “Notice”) purporting to accelerate payment of the balance of the earnout consideration under the Stock Purchase Agreement dated December 30, 2005, as amended, between the Company and Mr. Looney (the “Agreement”) as a result of the recent public UCC foreclosure sale of all the assets of Optex Systems, Inc., a Texas corporation (“Optex-Texas”) and a wholly-owned subsidiary of the Company. Mr. Looney alleges that the balance of the earnout consideration that is due and payable is $3.9 million. While the Company does not agree with Mr. Looney’s allegations, there can be no assurance that Mr. Looney’s allegations will not be successful.
The information set forth above is qualified in its entirety by reference to the actual terms of the Notice, attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
| | | |
| Exhibit No. | | Description of Exhibit |
| | | |
| 99.1 | | Notice from Timothy Looney dated October 17, 2008. |
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.
| | | |
| | | IRVINE SENSORS CORPORATION |
| | | (Registrant) |
| | | |
| Dated: October 23, 2008 | | /s/ JOHN J. STUART, JR. |
| | | |
| | | John J. Stuart, Jr.
Senior Vice President and Chief Financial Officer |
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