Washington, D.C. 20549
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:
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 4, 2014, Elecsys Corporation (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A., a company organized in the state of Rio de Janeiro, in the Federative Republic of Brazil (“Valid”), and StoreID Tecnologia e Desenvolvimento, Ltda., a company organized in the state of São Paulo, in the Federative Republic of Brazil, and Flávio Oliveira Gonçalves (“Flávio”) as consenting parties (the “Asset Purchase Agreement”). Pursuant to the terms of the Asset Purchase Agreement (i) the Company has agreed to permanently transfer certain patents (the “Patents”) to Flávio and Flávio has agreed to license the use of such Patents to Valid and (ii) the Company has agreed to sell, and Valid has agreed to buy, certain assets related to the Company’s eXtremeTAG RFID products. The purchase price to be paid to the Company purusant to the terms of the Asset Purchase Agreement is $1,000,000. The purchase price is to be paid via an initial cash payment of $600,000 and a second cash payment of $400,000. The Company is responsible for certain costs related to the physical transfer of the assets, including packing, shipping, insurance, freight, customs fees, duties and taxes, in addition to on-site technical support and training. These transfer and suport costs will not exceed $600,000 in total. In addition, for the five-year period commencing on the first day of the month following the closing of the transaction, Valid has agreed to pay the Comnpany an amount equal to five percent (5%) of the net sales revenue of all sales of RFID products to customers, including any related or subsequently developed technologies, received by Valid. The Merger Agreement contains representations and warranties customary for transactions of this type and is also subject to certain customary closing conditions.
The foregoing summary of the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 8.01 Other Events.
On November 6, 2014, the Company issued a press release regarding entering into the Asset Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference
| Item 9.01 | Financial Statements and Exhibits |
| (d) | EXHIBITS. The following exhibits are filed herewith: |
| Exhibit No. | Description of Exhibit |
| 2.1 | Asset Purchase Agreement dated November 4, 2014 |
| 99.1 | Press Release dated November 6, 2014 |
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.
