Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - INX Inc | ex99-1.htm |
| EX-10.1 - ASSET PURCHASE AGREEMENT - INX Inc | ex10-1.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 5, 2010 (December
31, 2009)
INX
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
of Incorporation)
|
1-31949
Commission
file number
|
76-0515249
(I.R.S.
Employer Identification No.)
|
11757
Katy Freeway
Houston,
Texas 77079
(Address
of Registrant’s principal executive offices)
(713)
795-2000
(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:
¨ 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
Under an
Asset Purchase Agreement dated December 31, 2009 (the “Agreement”), INX Inc.
(the “Company”) purchased the operations and
certain assets,
and assumed specified liabilities of Marketware Inc.
(“Marketware”). Marketware, a Sacramento-based provider of
Cisco IP-network-based physical security and networking solutions founded in 1982,
generated revenue of approximately $6 million for the 12 months ended November
30, 2009. The acquisition will initially add ten employees as part of an
expanded Northern California region. The Company completed the
acquisition simultaneously with the execution of the Agreement. Neither Marketware nor the
shareholder of Marketware has any
prior affiliation with the Company. The Agreement contains customary
representations and warranties and requires Marketware and its
Shareholder to indemnify the Company for certain liabilities arising under the
Agreement, subject to certain limitations and conditions.
The
consideration paid at closing pursuant to the Agreement was (a) $350,000 in
cash, of which
$35,000 was retained by the Company under holdback provisions
defined in the Agreement. Additional purchase consideration is
payable based on the Northern California region’s operating income contribution
during each of the one-year periods ending December 31, 2010 and December 31,
2011. The Agreement specifies the computation of additional purchase
consideration earned including a minimum of zero and a maximum of $590,625 for
the one-year period ending December 31, 2010 and a minimum of zero and a maximum
of $1,312,500 for the one-year period ending December 31, 2011. At
the Company’s option, up to 25% of such additional purchase price may be paid in
the form of Common Stock for the one-year period ending December 31, 2010 and up
to 50% of such additional purchase price may be paid in the form of Common Stock
for the one-year period ending December 31, 2011.
The
Agreement and press release are filed as exhibits hereto and are incorporated by
reference. The descriptions of the Agreement set forth above do not purport to
be complete and are qualified in their entirety by reference to the provisions
of such Agreement.
Item
2.01 Completion
of Acquisition or Disposition of Assets
The
information required by this item is contained in Item 1.01 above and is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
January 5, 2010, the registrant issued a press release announcing the asset
purchase of Marketware. The press release is furnished as Exhibit 99.1 to this
Current Report and is hereby incorporated by reference in this Item
7.01.
The press
release is furnished as Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any other filing under the
Securities Act of 1933, as amended.
Item
9.01 Financial
Statements and Exhibits
(c)
Exhibits
Exhibit
|
Number
|
Description
|
|
10.1
|
Asset
Purchase Agreement by and among INX Inc., Marketware Inc., and Timothy
Darryl Johnson dated December 31,
2009
|
|
99.1
|
Press
Release issued January 5, 2010
|
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.
| INX Inc. | |||
|
Date: January
5, 2010
|
By:
|
/s/ Brian Fontana | |
| Brian Fontana | |||
|
Chief
Financial Officer
|
|||
EXHIBIT
INDEX
Exhibit
|
Number
|
Description
|
|
10.1
|
Asset
Purchase Agreement by and among INX Inc., Marketware Inc., and Timothy
Darryl Johnson dated December 31,
2009
|
|
99.1
|
Press
Release issued January 5,
2010
|