UNITED STATES
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): February 22, 2007
AFP Imaging Corporation
(Exact name of registrant as specified in its charter)
New York 0-10832 13-2956272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
250 Clearbrook Road
Elmsford, New York 10523
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 592-6100
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:
|_| 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))
Item 1.01. Entry into a Material Definitive Agreement.
On February 22, 2007, a wholly-owned subsidiary of the Registrant
entered into a definitive agreement to purchase all of the outstanding share
capital of Quantitative Radiology, srl., an Italian company ("QR"), from the
seller-shareholders of QR. The purchase price for the acquisition is
(euro)13,000,000, payable in cash at the closing. The agreement provides that
the closing must take place no later than April 15, 2007. The Registrant is
currently negotiating to finalize the financing to fund the acquisition, but
there can be no assurance that it will be able to secure sufficient financing by
the required closing date. The Registrant has delivered to the sellers a
non-refundable down payment of (euro)1 million, which will be credited against
the funds due at closing.
The agreement further provides that QR shall have a certain minimum net
worth as well as a price adjustment and bank guarantee in the event that the net
worth is lower than such amount. The sellers have also agreed to provide an
indemnity bank guarantee at the closing.
In connection with the acquisition, the Registrant has agreed that its
purchaser subsidiary will employ four individuals of QR for a period of up to
five years. Each individual has agreed to a non-compete clause which prohibits
activities competitive with the business of QR for a period of five years from
the date of termination of employment.
The press release announcing the acquisition of QR is annexed to this
Current Report and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release issued by AFP Imaging Corporation on
February 27, 2007.
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.
AFP IMAGING CORPORATION
(Registrant)
Date: February 27, 2007 By: /s/ David Vozick
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David Vozick
Co-Principal Executive Officer