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) SEPTEMBER 3, 2002
MOBILITY ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-30907 86-0843914
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7955 EAST REDFIELD ROAD, SCOTTSDALE, AZ 85260
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 596-0061
ITEM 5. OTHER EVENTS
On March 23, 2002, Mobility Electronics, Inc. ("Mobility"), iGo Corporation
("iGo") and IGOC Acquisition, Inc., a wholly-owned subsidiary of Mobility
("Merger Sub"), entered into an Agreement and Plan of Merger, which was
subsequently amended on July 18, 2002 (the "Merger Agreement"). Subject to the
terms and conditions of the Merger Agreement, iGo merged with and into Merger
Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of
Mobility (the "Merger"). As part of the Merger, the name of Merger Sub was
changed to iGo Direct Corporation. The Merger became effective on September 3,
2002. In exchange for 100% of the issued and outstanding shares of iGo common
stock, Mobility will issue up to 3.1 million shares and $4,250,000 million in
cash to the former stockholders of iGo, with 500,000 shares and $1,000,000 being
held back until the first anniversary of the effective date. If certain
conditions are met the held-back consideration will be distributed to the former
iGo stockholders.
The terms of the Merger Agreement including the merger consideration
resulted from arms-length negotiations between the parties. To Mobility's
knowledge there were no material relationships between Mobility (or any of its
affiliates, any director or officer of Mobility, or any associate of any such
officer or director) and iGo or its stockholders.
The source of the cash portion of the merger consideration was Mobility's
working capital. Prior to the Merger, iGo was in the business of designing,
manufacturing and distributing parts and accessories for mobile technology
products. Mobility intends to continue that business under iGo Direct
Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) CONSOLIDATED FINANCIAL STATEMENTS OF IGO CORPORATION.*
Unaudited Condensed Consolidated Balance Sheets as of June 30,
2002 and December 31, 2001
Unaudited Condensed Consolidated Statements of Operations for the
Three-Month and Six-Month Periods Ended June 30, 2002 and
2001
Unaudited Condensed Consolidated Statements of Cash Flows for the
Six-Month Periods Ended June 30, 2002 and 2001
Unaudited Notes to Condensed Consolidated Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 2001 and 2000
Consolidated Statements of Operations, years Ended December 31,
2001, 2000 and 1999
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Consolidated Statements of Stockholders' Equity (Deficit), Years
Ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows, Years Ended December 31,
2001, 2000 and 1999
Notes to Consolidated Financial Statements
(B) UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION.*
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
of Mobility and iGo as of June 30, 2002
Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations of Mobility and iGo, six months ended
June 30, 2002
Unaudited Pro Forma Condensed Combined Consolidated Statements of
Operations of Mobility and iGo, year ended December 31, 2001
(C) EXHIBITS.
2.1 Agreement and Plan of Merger dated March 23, 2002, by and among
Mobility Electronics, Inc., iGo Corporation and IGOC Acquisition,
Inc.(1)
2.2 Amendment No. 1 to Agreement and Plan of Merger dated as of July 18,
2002.(2)
10.1 Lock-Up and Voting Agreement dated March 23, 2002, by and among
Mobility Electronics, Inc., iGo Corporation and certain Stockholders
of iGo Corporation.(1)
10.2 Lock Up and Voting Agreement dated July 18, 2002 by and among Mobility
Electronics, Inc., IGOC Acquisition, Inc., iGo Corporation, Xmicro
Holding Company, Inc. and Mark Rappaport.(3)
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* To be filed.
(1) Filed on April 2, 2002, as an exhibit to the Schedule 13D filed on behalf
of Mobility Electronics, Inc. and incorporated herein by reference.
(2) Filed as an Appendix B to the Proxy Statement/Prospectus filed as part of
Amendment No. 1 to Registration Statement No. 333-88078 on Form S-4 filed
on August 5, 2002 and incorporated herein by reference.
(3) Filed as an Exhibit to Amendment No. 1 to Registration Statement No.
333-88078 on Form S-4 filed on August 5, 2002 and incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MOBILITY ELECTRONICS, INC.
By: /s/ JOAN W. BRUBACHER
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Name: Joan W. Brubacher
Title: Chief Financial Officer and
Executive Vice President
DATE: September 17, 2002
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