UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 3
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 5, 2005
DPAC TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| | | | |
| California | | 0-14843 | | 33-0033759 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | I.R.S. Employer Identification Number |
7321 Lincoln Way, Garden Grove, California 92841
(Address of principal executive office) (Zip Code)
(714) 898-0007
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):
| x | 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)) |
INTRODUCTION
Section 1 - Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement |
On December 12, 2005 the Registrant entered into an amendment of a material agreement:
The Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization (the “Third Amendment”) among the Registrant, QuaTech Acquisition Sub, Inc. an Ohio corporation wholly-owned by the Registrant, and QuaTech, Inc., an Ohio corporation, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005 and the Second Amendment dated October 20, 2005.
The Third Amendment deletes all references to the Reverse Split, as the Registrant no longer contemplates a reverse stock split of its common stock at or about the time of the contemplated merger.
The Third Amendment also deletes all references to a new employment agreement with Creighton K. Early, as Mr. Early’s employment is contemplated to terminate at the time of the merger, although Mr. Early shall continue as a director of DPAC and become a non-employee Chairman of the Board of Directors. Mr. Early shall become also entitled to termination pay and benefits under his existing employment agreement with DPAC.
The Third Amendment is attached hereto as Exhibit 2.4.4, and incorporated herein by this reference. The descriptions herein are qualified in their entirety by reference to the exhibits.
EXHIBITS
| | |
Ex. No.
| | Description
|
| 2.4 | | Agreement and Plan of Reorganization dated April 26, 2005 among the Registrant, DPAC Acquisition Sub, Inc. and QuaTech, Inc., including selected exhibits: Forms of Shareholder and Registration Rights Agreement, Employment Agreement for Steven Runkel and Employment Agreement for Creighton Early. Other exhibits listed in the exhibit list in the Table of Contents have been omitted from this filing but will be filed by the Registrant if requested by the Securities Exchange Commission* |
| |
| 2.4.1 | | Typed signatures to Exhibit 2.4** |
| |
| 2.4.2 | | First Amendment, dated August 5, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005*** |
| |
| 2.4.3 | | Second Amendment, dated October 20, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005***** |
| | |
| 2.4.4 | | Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization, originally entered into on April 26, 2005 |
| |
| 2.5 | | License Agreement, dated August 5, 2005, originally entered into on April 26, 2005*** |
| |
| 2.5.1 | | First Amendment, dated October 20, 2005, to License Agreement dated August 5, 2005***** |
| |
| 10.24 | | Bridge Loan and Escrow Agreement, dated July 29, 2005*** |
| |
| 10.25 | | Convertible Term Note, dated August 5, 2005*** |
| |
| 10.26 | | Loan Agreement, dated August 5, 2005*** |
| |
| 10.27 | | Security Agreement, dated August 5, 2005, with attached Riders*** |
| |
| 99.1 | | Press Release of Registrant, dated August 5, 2005*** |
| |
| 99.2 | | Press Release of Registrant, dated October 20, 2005**** |
| * | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on April 27, 2005. |
| ** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on May 20, 2005. |
| *** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K filed with the SEC on August 9, 2005. |
| **** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on October 20, 2005. |
| ***** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on November 22, 2005. |
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.
| | | | |
| | | | | DPAC Technologies Corp. |
| | | | | (Registrant) |
| | |
| Date: December 12, 2005 | | | | |
| | |
| | | | | /s/ Creighton K. Early |
| | | | | (Signature) |
| | |
| | | | | Creighton K. Early, Chief Executive Officer |
| | | | | (Name and Title) |
EXHIBIT INDEX
| | |
Ex. No.
| | Description
|
| 2.4 | | Agreement and Plan of Reorganization dated April 26, 2005 among the Registrant, DPAC Acquisition Sub, Inc. and QuaTech, Inc., including selected exhibits: Forms of Shareholder and Registration Rights Agreement, Employment Agreement for Steven Runkel and Employment Agreement for Creighton Early. Other exhibits listed in the exhibit list in the Table of Contents have been omitted from this filing but will be filed by the Registrant if requested by the Securities Exchange Commission* |
| |
| 2.4.1 | | Typed signatures to Exhibit 2.4** |
| |
| 2.4.2 | | First Amendment, dated August 5, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005*** |
| |
| 2.4.3 | | Second Amendment, dated October 20, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005***** |
| |
| 2.4.4 | | Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization, originally entered into on April 26, 2005 |
| |
| 2.5 | | License Agreement, dated August 5, 2005*** |
| |
| 2.5.1 | | First Amendment, dated October 20, 2005, to License Agreement dated August 5, 2005***** |
| |
| 10.24 | | Bridge Loan and Escrow Agreement, dated July 29, 2005*** |
| |
| 10.25 | | Convertible Term Note, dated August 5, 2005*** |
| |
| 10.26 | | Loan Agreement, dated August 5, 2005*** |
| |
| 10.27 | | Security Agreement, dated August 5, 2005, with attached Riders*** |
| |
| 99.1 | | Press Release of Registrant, dated August 5, 2005*** |
| |
| 99.2 | | Press Release of Registrant, dated October 20, 2005**** |
| * | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on April 27, 2005. |
| ** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on May 20, 2005. |
| *** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K filed with the SEC on August 9, 2005. |
| **** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on October 20, 2005. |
| ***** | Filed as a like-numbered Exhibit to the Registrant’s Form 8-K/A filed with the SEC on November 22, 2005. |
