DPAC Technologies Corp. (0-14843)
acquisition of QuaTech, Inc. (non-filer)
Reg. No. 333-129532
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 5
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2005
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DPAC TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
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California 0-14843 33-0033759
(State or other jurisdiction (Commission I.R.S. Employer
of incorporation) File Number) Identification Number
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7321 Lincoln Way, Garden Grove, California 92841
(Address of principal executive office) (Zip Code)
714/ 898-0007
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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):
|X| Written communications 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))
INTRODUCTION
This Amendment No. 5 is filed to amend Form 8-K and pursuant to Rules 165 and
425 promulgated under the Securities Act of 1933, as amended.
Pursuant to Rule 425, the Exhibit filed herewith and incorporated by reference
shall be deemed filed with, rather than furnished to, the Securities and
Exchange Commission.
Section 8 - Other Events
Item 8.01 - Other Events
On February 13, 2006 the Registrant issued a press release dated February 13,
2006 to announce that the Altman Group was acting on behalf of the Registrant in
soliciting proxies for the Registrant's shareholders meeting to be held on
February 23, 2006, and any adjournments or postponements thereof. The press
release is filed herewith as Exhibit 99.3 and is incorporated herein by this
reference.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) EXHIBITS
Ex. No. Description
- ---------- ------------------------------------------------------------
2.4 Agreement and Plan of Reorganization dated April 26, 2005
among the Registrant, DPAC Acquisition Sub, Inc. and
QuaTech, Inc., including selected exhibits: Forms of
Shareholder and Registration Rights Agreement, Employment
Agreement for Steven Runkel and Employment Agreement for
Creighton Early. Other exhibits listed in the exhibit list
in the Table of Contents have been omitted from this filing
but will be filed by the Registrant if requested by the
Securities Exchange Commission(1)
2.4.1 Typed signatures to Exhibit 2.4(2)
2.4.2 First Amendment, dated August 5, 2005, to Agreement and
Plan of Reorganization, originally entered into on April 26,
2005(3)
2.4.3 Second Amendment, dated October 20, 2005, to Agreement and
Plan of Reorganization, originally entered into on April 26,
2005, as subsequently amended by the First Amendment dated
August 5, 2005(5)
2.4.4 Third Amendment, dated December 12, 2005, to the Agreement
and Plan of Reorganization, originally entered into on April
26, 2005(6)
2.5 License Agreement, dated August 5, 2005, originally entered
into on April 26, 2005(3)
2.5.1 First Amendment, dated October 20, 2005, to License
Agreement dated August 5, 2005(5)
10.24 Bridge Loan and Escrow Agreement, dated July 29, 2005(3)
10.25 Convertible Term Note, dated August 5, 2005(3)
10.25.1 Amendment to Convertible Term Note, dated January 5,
2006(7)
10.26 Loan Agreement, dated August 5, 2005(3)
10.27 Security Agreement, dated August 5, 2005, with attached
Riders(3)
99.1 Press Release of Registrant, dated August 5, 2005(3)
99.2 Press Release of Registrant, dated October 20, 2005(4)
99.3 Press Release of Registrant, dated February 13, 2006
- --------------------------------------------------------------------------------
(1) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on April 27, 2005.
(2) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on May 20, 2005.
(3) Filed as a like-numbered Exhibit to the Registrant's Form 8-K filed with the
SEC on August 9, 2005.
(4) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on October 20, 2005.
(5) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on November 22, 2005.
(6) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on December 13, 2005.
(7) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on January 6, 2006.
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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.
DPAC Technologies Corp.
(Registrant)
Date February 13, 2006
/s/ Creighton K. Early
---------------------------------------------------
(Signature)
Creighton K. Early, Chief Executive Officer
---------------------------------------------------
(Name and Title)
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(c) EXHIBITS
Ex. No. Description
- ---------- ------------------------------------------------------------
2.4 Agreement and Plan of Reorganization dated April 26, 2005
among the Registrant, DPAC Acquisition Sub, Inc. and
QuaTech, Inc., including selected exhibits: Forms of
Shareholder and Registration Rights Agreement, Employment
Agreement for Steven Runkel and Employment Agreement for
Creighton Early. Other exhibits listed in the exhibit list
in the Table of Contents have been omitted from this filing
but will be filed by the Registrant if requested by the
Securities Exchange Commission(1)
2.4.1 Typed signatures to Exhibit 2.4(2)
2.4.2 First Amendment, dated August 5, 2005, to Agreement and
Plan of Reorganization, originally entered into on April 26,
2005(3)
2.4.3 Second Amendment, dated October 20, 2005, to Agreement and
Plan of Reorganization, originally entered into on April 26,
2005, as subsequently amended by the First Amendment dated
August 5, 2005(5)
2.4.4 Third Amendment, dated December 12, 2005, to the Agreement
and Plan of Reorganization, originally entered into on April
26, 2005(6)
2.5 License Agreement, dated August 5, 2005, originally entered
into on April 26, 2005(3)
2.5.1 First Amendment, dated October 20, 2005, to License
Agreement dated August 5, 2005(5)
10.24 Bridge Loan and Escrow Agreement, dated July 29, 2005(3)
10.25 Convertible Term Note, dated August 5, 2005(3)
10.25.1 Amendment to Convertible Term Note, dated January 5,
2006(7)
10.26 Loan Agreement, dated August 5, 2005(3)
10.27 Security Agreement, dated August 5, 2005, with attached
Riders(3)
99.1 Press Release of Registrant, dated August 5, 2005(3)
99.2 Press Release of Registrant, dated October 20, 2005(4)
99.3 Press Release of Registrant, dated February 13, 2006
- --------------------------------------------------------------------------------
(1) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on April 27, 2005.
(2) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on May 20, 2005.
(3) Filed as a like-numbered Exhibit to the Registrant's Form 8-K filed with the
SEC on August 9, 2005.
(4) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on October 20, 2005.
(5) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on November 22, 2005.
(6) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on December 13, 2005.
(7) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with
the SEC on January 6, 2006.
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