Item 1.01 Entry into a Material Definitive Agreement.
On November 6, 2020, Wayside Technology UK Holdings Limited (“Buyer”), a private limited company under the laws of England and Wales and a newly-incorporated, wholly-owned subsidiary of Wayside Technology Group, Inc. (the “Company”), entered into a Share Purchase Agreement by and among Charles Cooke-Hurle, Andrew King, Juliet Collis, Sean Wilson, Joanne Cooke-Hurle, Helen Wilson, Clare McStay, Mary Thorne and Tim Cooke-Hurle, as sellers (collectively, “Seller”), Matthew Whitton, as optionholder (“Optionholder”), Buyer and the Company, as guarantor (the “SPA”).
Pursuant to the SPA, on November 6, 2020, Buyer, among other things, purchased the entire share capital of CDF Group Limited, a private limited company under the laws of England and Wales, (the “CDF Acquisition”) from Seller and Optionholder for an aggregate purchase price of £13,250,000 (subject to certain working capital and other adjustments).
The SPA contains customary English warranties and covenants, a guaranty by the Company of the performance by Buyer of its obligations under the SPA and customary indemnification obligations of Seller, subject to certain limitations and insurance caps.
The foregoing is qualified entirely by the complete terms of the SPA, filed herewith as Exhibit 2.1 and incorporated herein by this reference.
Item 2.01 Completion of an Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01 Other Events.
On November 9, 2020, the Company issued a press release announcing the CDF Acquisition. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided under this Section 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.
All statements in this Current Report on Form 8-K, other than statements of historical fact, constitute forward-looking statements. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. These risk and uncertainties include, without limitation, those that are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated by subsequent SEC filings. Currently, the Company is also subject to risk and uncertainties related to the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the Company, the global economy and financial markets. The extent to which COVID-19 impacts the Company will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.
