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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 9, 1999
SMITH MICRO SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-26536 33-0029027
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
51 Columbia, Aliso Viejo, California 92656
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (949) 362-5800
Not Applicable
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(Former Name or Former Address, if Changed since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 9, 1999, Smith Micro Software, Inc. (the "Registrant" or
"Smith Micro") acquired all of the outstanding capital stock (the "Acquisition")
of STF Technologies, Inc., a Missouri corporation ("STF"), pursuant to a Stock
Purchase Agreement (the "Stock Purchase Agreement") by and among Smith Micro,
STF, and the Shareholders of STF (the "Former STF Shareholders") in exchange for
One Million Dollars ($1,000,000) in cash and Four Hundred Nine Thousand One
Hundred Sixty Four (409,164) shares of Smith Micro Common Stock (the
"Acquisition Consideration"). Each of individual Former STF Shareholders
received their portion of the Acquisition Consideration in accordance with the
percentage ownership interest held by such shareholder in STF immediately prior
to the Acquisition. The aggregate number of shares delivered as part of the
Acquisition Consideration was determined by dividing $1,000,000 by the average
closing price on the Nasdaq National Market of a share of Smith Micro Common
Stock as reported in the Wall Street Journal for the ten (10) consecutive
trading days ending on the trading day immediately prior to the closing date. In
exchange for the shares of the Smith Micro Common Stock, each of the Former STF
Shareholders transferred their shares to Smith Micro, and as a result of this
Acquisition, STF became a wholly owned subsidiary of Smith Micro. In determining
the aggregate purchase price for STF, Smith Micro took into account the value of
software companies of similar size to STF, comparable transactions and the
market for software companies generally. The cash portion of the Acquisition
consideration was funded with proceeds received in connection with Smith Micro's
initial public offering in September, 1995.
One Hundred Twenty-Two Thousand, Seven Hundred Forty-Eight
(122,748) Smith Micro shares issued to the Former STF Shareholders (the "Escrow
Shares") were deposited into an escrow fund pursuant to the Stock Purchase
Agreement and an Escrow Agreement. Subject to the Stock Purchase Agreement, the
Former STF Shareholders will indemnify Smith Micro for damages incurred by
reason of certain breaches of the Stock Purchase Agreement; provided that such
indemnification obligation is limited to the Escrow Shares. Any Escrow Shares
remaining in the escrow fund one year after the closing of the Acquisition will
be released from escrow and distributed to the Former STF Shareholders.
STF is a developer and publisher of fax and communications
software products for the Apple Macintosh computer. STF is headquartered in
Concordia, Missouri.
The Acquisition was structured as a stock purchase and will be
treated by the Registrant as a "purchase" for accounting purposes.
THE PRECEDING DISCUSSION IS ONLY A SUMMARY AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE STOCK PURCHASE AGREEMENT, A COPY OF WHICH IS INCLUDED AS
EXHIBIT 2 TO THIS CURRENT REPORT OF FORM 8-K AND IS INCORPORATED BY REFERENCE
HEREIN.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
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(c) Exhibits
2. Stock Purchase Agreement dated as of April 9, 1999 by and
among Smith Micro Software, Inc. STF Technologies, Inc. and the
Shareholders of STF Technologies, Inc.
99.1 Text of Press Release of the Registrant dated April 13, 1999.
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SIGNATURE
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.
April 23, 1999
SMITH MICRO SOFTWARE, INC.,
a Delaware corporation
By: /s/ WILLIAM W. SMITH, JR.
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William W. Smith, Jr., President
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Index to Exhibits
EXHIBIT
NUMBER EXHIBIT
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2. Stock Purchase Agreement dated as of April 9, 1999 by and among Smith
Micro Software, Inc. STF Technologies, Inc. and the Shareholders of
STF Technologies, Inc.
99.1 Text of Press Release of the Registrant dated April 13, 1999.