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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) May 21, 2007 (May 17, 2007)
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.)
6407-B N.E. 117TH AVENUE, VANCOUVER, WA 98662
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (360) 253-2346
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 (see General Instruction A.2. below):
[_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995:
This Current Report contains forward-looking statements as defined by
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, demand and acceptance of
services, changes in governmental policies and regulations applicable to the
mining industry, economic conditions, the impact of competition and pricing, and
other risks defined in this document and in statements filed from time to time
with the Securities and Exchange Commission by Western Power & Equipment Corp.
(the "Company"). All readers are encouraged to review this Current Report. All
such forward-looking statements, whether written or oral, and whether made by or
on behalf of the Company, are expressly qualified by the cautionary statements
and any other cautionary statements which may accompany the forward-looking
statements. In addition, the Company disclaims any obligation to update any
forward-looking statements to reflect events or circumstances after the date
hereof.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 2.01 below. The Company entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement"), a form of which is attached hereto
as Exhibit 10.1, with Yukon Equipment, Inc. on May 18, 2007 for an aggregate
purchase price of $12,172,845.
Prior to the entry into the Asset Purchase Agreement (as described
below), there was no material relationship between the Company and the purchaser
(the "Purchaser") under Asset Purchase Agreement.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the terms of the Asset Purchase Agreement, the Company sold
certain assets of the Company, described in detail in the Asset Purchase
Agreement, to Yukon Equipment, Inc., on May 18, 2006 (the "Closing Date").
The Company will use one hundred percent (100%) of the sale proceeds to
repay debt securing such assets and to partially prepay its credit facility from
several institutional lenders under the terms of a Second Amendment and Waiver
Agreement, entered into with each such lender, a form of which is attached
hereto as Exhibit 10.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
10.1 Asset Purchase Agreement
10.2 Second Amendment and Waiver Agreement
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 thereunto duly authorized.
Dated: May 21, 2007 WESTERN POWER & EQUIPMENT CORP.
By: /s/ Mark J. Wright
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Name: Mark J. Wright
Title: Chief Financial Officer