Attached files
| file | filename |
|---|---|
| EX-1.1 - EXHIBIT 1.1 - ELECSYS CORP | form8kexh11_010510.htm |
| EX-99.1 - EXHIBIT 99.1 - ELECSYS CORP | form8kexh991_010510.htm |
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)
|
January
4, 2010
|
|
ELECSYS
CORPORATION
|
|
(Exact
name of registrant as specified in its charter)
|
|
KANSAS
|
0-22760
|
48-1099142
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Identification
Employer
No.)
|
|
846
N. Mart-Way Court, Olathe, Kansas
|
66061
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(913)
647-0158
|
|
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 January 4, 2010 the Company entered
into an Asset Purchase Agreement (the “Agreement”) with SensorCast, LLC
(“SensorCast”) and its members. Under the terms of the Agreement the
Company acquired substantially all of the assets – including accounts
receivable, inventory, and fixed assets, as well as all of the intellectual
property and intangible assets – and assumed certain liabilities of SensorCast
in exchange for $35,000 in cash and 266,325 shares of the Company’s common
stock. The Agreement includes customary indemnification
obligations.
A copy of
the press release announcing the transaction is furnished under Item 1.01 of
this Form 8-K as Exhibit 99.1. A copy of the Agreement is furnished
under Item 9.01 of this Form 8-K as Exhibit 1.1.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
As described above, on January 4, 2010
the Company completed the acquisition of substantially all of the assets –
including accounts receivable, inventory, and fixed assets, as well as all of
the intellectual property and intangible assets – and assumed certain
liabilities of SensorCast in exchange for $35,000 in cash and 266,325 shares of
the Company’s common stock.
Item
3.02 Unregistered
Sales of Equity Securities.
As described above, on January 4, 2010,
the Company issued 266,325 shares of its common stock to SensorCast as partial
consideration for the acquisition of substantially all of the assets – including
accounts receivable, inventory, and fixed assets, as well as all of the
intellectual property and intangible assets of SensorCast. The
Company believes the transaction is exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Act") by reason of Section 4(2) of
the Act on the grounds that the transaction did not involve a public
offering.
Item
9.01 Financial
Statements and Exhibits.
| (c) | EXHIBITS. The following exhibits are filed herewith: | |
| 1.1 | Asset Purchase Agreement dated January 4, 2010. | |
| 99.1 | Press release dated January 5, 2010. |
SIGNATURE
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.
| ELECSYS CORPORATION | |||
|
Date:
January 5, 2010
|
By:
|
/s/ Todd A. Daniels | |
| Todd A. Daniels | |||
|
Vice
President and Chief Financial Officer
|
|||
EXHIBIT
INDEX
| Exhibit Number | Description | |
| 1.1 | Asset Purchase Agreement dated January 4, 2010. | |
| 99.1 | Press release dated January 5, 2010. |