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) January 31, 2001
WESTERN POWER & EQUIPMENT CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-26230 91-1688446
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4601 N.E. 77th Avenue, Suite 200, Vancouver, WA 98662
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code ................360-253-2346
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(Former name or former address, if changed since last report.)
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Item 5. Other Events and Regulation FD Disclosure.
On January 10, 2001, Western Power & Equipment Corp, a Delaware
corporation (the "Company"), eMobile, Inc., a Delaware corporation ("e-Mobile"),
and e-Mobile Holdings, Inc., a Delaware corporation ("e-Mobile Holdings"),
entered into a Termination Agreement, terminating the proposed merger between
the Company, e-Mobile, and e-Mobile Holdings. Pursuant to the Termination
Agreement, eMobile agreed to issue to the Company one million, four hundred
thousand (1,400,000) shares of common stock of e-Mobile as consideration for
agreeing to the termination. A copy of the Termination Agreement is annexed
hereto as Exhibit "10.1."
Pursuant to a letter agreement dated January 31, 2001, the parties agreed
to amend the Termination Agreement to delete a provision in the Termination
Agreement that restricted future issuances of stock by eMobile. Said provision
required that eMobile, for a period of one year, obtain the prior written
consent of WPEC to (a) sell any shares of its common stock at a price less than
$1.00 per share, and (b) sell no more than eight million (8,000,000) shares of
its common stock at a price equal to or greater than $1.00 per share and less
than $2.00 per share. In order to induce the Company to agree to the foregoing
deletion, eMobile agreed to issue to the Company an additional one million, four
hundred thousand (1,400,000) shares of its common stock. A copy of said letter
agreement is annexed hereto as Exhibit "10.2,"
On January 10, 2001, eMobile and Robert Rubin, a director of the Company,
entered into a Consulting Agreement, pursuant to which Mr. Rubin will provide
financial and business consulting services to eMobile, including, but not
limited to, assisting eMobile in arranging financing. Pursuant to the Consulting
Agreement, eMobile agreed to issue to Mr. Rubin six hundred thousand (600,000)
shares of its common stock as compensation. A copy of the Consulting Agreement
is annexed hereto as Exhibit "10.3."
Pursuant to a letter agreement dated January 31, 2001 the parties agreed
to amend the Consulting Agreement to delete a provision in the Consulting
Agreement that restricted future issuances of stock by eMobile. Said provision
required that eMobile, for a period of one year, obtain the prior written
consent of Mr. Rubin to (a) sell any shares of its common stock at a price less
than $1.00 per share, and (b) sell no more than eight million (8,000,000) shares
of its common stock at a price equal to or greater than $1.00 per share and less
than $2.00 per share. In order to induce Mr. Rubin to agree to the foregoing
deletion, eMobile agreed to issue to Mr. Rubin an additional six hundred
(600,000) shares of its common stock. A copy of said letter agreement is annexed
hereto as Exhibit "10.4,"
On January 11, 2001, the Company issued a press release with respect to
the termination of the proposed merger with eMobile. A copy of such press
release is annexed hereto as Exhibit "99.1".
Item 7. Exhibits
(c) Set forth below is a list of the Exhibits applicable to this Current Report
on Form 8-K, numbered in accordance with Item 601 of Regulation S-K.
10.1 Termination Agreement, dated January 10, 2001 by and among Western Power &
Equipment Corp, e-Mobile, Inc., and e-Mobile Holdings, Inc.
10.2 Letter Agreement dated January 31, 2001 by and between Western Power &
Equipment Corp and e-Mobile, Inc.
10.3 Consulting Agreement, dated January 10, 2001 by and between Robert Rubin
and e-Mobile, Inc.
10.4 Letter Agreement dated January 31, 2001 by and between Robert Rubin and
e-Mobile, Inc.
99.2 Press Release dated January 11, 2000.
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.
Western Power & Equipment Corp.
Date: February 23, 2001 By: /s/ Mark J. Wright
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Mark J. Wright, Vice President of Finance
& Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit Location
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10.1 Termination Agreement, dated January 10, 2001 by Exhibit A
and among Western Power & Equipment Corp,
e-Mobile, Inc., and e-Mobile Holdings, Inc.
10.2 Letter Agreement dated January 31, 2001 by and Exhibit B
between Western Power & Equipment Corp and
e-Mobile, Inc.
10.3 Consulting Agreement, dated January 10, 2001 Exhibit C
by and between Robert Rubin and e-Mobile, Inc.
10.4 Letter Agreement dated January 31, 2001 by and Exhibit D
between Robert Rubin and e-Mobile, Inc.
99.2 Press Release dated January 11, 2000 Exhibit E