Attached files
| file | filename |
|---|---|
| EX-2.1 - ASSET PURCHASE AGREEMENT - AUTHENTEC INC | ex2-1.htm |
| EX-99.1 - PRESS RELEASE - AUTHENTEC INC | ex99-1.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): February 26,
2010
| AUTHENTEC, INC. |
| (Exact Name of Registrant as Specified in Charter) |
|
Delaware
|
001-33552
|
59-3521332
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
100
Rialto Place, Suite 100, Melbourne, Florida 32901
(Address
of Principal Executive Offices) (Zip Code)
(321)
308-1300
(Registrant's
telephone number, including area code)
| N/A |
| (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))
|
1
Item
1.01 Entry
into a Material Definitive Agreement.
On February 26, 2010, AuthenTec, Inc.
(the “Company”) entered into an Asset Purchase Agreement by and between the
Company and SafeNet, Inc. (“SafeNet”) pursuant to which the Company acquired
substantially all of the assets related to SafeNet’s embedded security business
(the “Business”) in exchange for approximately $8.5 million payable in cash,
1,211,482 unregistered shares of the Company’s common stock and an earnout
payment of up to $2.5 million in cash based on levels of gross revenue
attributable to the Business between March 1, 2010 and December 31,
2010.
The Asset
Purchase Agreement contains customary representations and warranties and
indemnification provisions. In addition, the number of shares of the
Company’s common stock issued to SafeNet as part of the purchase price is
subject to adjustment pursuant to a customary working capital adjustment
provision. In addition, the shares of Company common stock issued to
SafeNet in the transaction are subject to a 180-day lockup, and SafeNet has
agreed to vote such shares in the same proportion as the other shares of Company
common stock are voted on any matter that comes before the stockholders of the
Company.
The
foregoing description is qualified in its entirety by reference to the complete
text of the Asset Purchase Agreement, a copy of which is attached hereto as
Exhibit 2.1 and is incorporated herein by reference.
Chris
Fedde, a director of the Company, is also the President and Chief Operating
Officer and a director of SafeNet. The Asset Purchase Agreement and
the transactions contemplated therein, including the consideration to be paid by
the Company for the Business, were unanimously approved by the disinterested
directors of the Company, who were fully informed of Mr. Fedde’s positions with
SafeNet. The Company’s disinterested directors unanimously determined
that the acquisition terms were fair and reasonable to the Company and its
stockholders and that it was in the best interest of the Company and its
stockholders to effect the transactions contemplated by the Asset Purchase
Agreement.
A copy of
the press release dated February 26, 2010, announcing the closing of the
transactions contemplated by the Asset Purchase Agreement is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
The
information contained in Item 1.01 of this Current Report is incorporated by
reference herein.
Item
3.02 Unregistered
Sales of Equity Securities.
On February 26, 2010, pursuant to the
Asset Purchase Agreement, the Company issued 1,211,482 shares of its common
stock to SafeNet as partial payment for the Business. The Company has
determined that the sale of common stock is exempt from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the
“Securities Act”), based on the representations of SafeNet contained in the
Asset Purchase Agreement as to SafeNet’s investment intent and status as an
“accredited investor,” as such term is defined in Rule 501(a) of Regulation D
under the Securities Act.
2
Item
9.01
Financial Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
To the extent required by this item,
the financial statements of the Business acquired by the Company will be filed
by an amendment to this Current Report on Form 8-K within the time period
required under Item 9.01(a)(4) of Form 8-K.
(b) Pro
Forma Financial Information.
To the extent required by this item,
the pro forma financial information with respect to the Business acquired by the
Company will be filed by an amendment to this Current Report on Form 8-K within
the time period required under Item 9.01(a)(4) of Form 8-K.
(d) Exhibits:
|
Exhibit
No.
|
Description
|
|
2.1
|
Asset
Purchase Agreement, dated February 26, 2010, by and between AuthenTec,
Inc. and SafeNet, Inc.
|
|
99.1
|
Press
Release dated February 26, 2010 regarding the closing of transactions
contemplated by the Asset Purchase
Agreement
|
3
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.
| AUTHENTEC, INC. | |||
|
|
By:
|
/s/ Frederick R. Jorgenson | |
| Frederick
R. Jorgenson
Vice
President, General Counsel and
Secretary
|
|||
Dated: February
26, 2010
4
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
2.1
|
Asset
Purchase Agreement, dated February 26, 2010, by and between AuthenTec,
Inc. and SafeNet, Inc.
|
|
99.1
|
Press
Release dated February 26, 2010 regarding the closing of transactions
contemplated by the Asset Purchase
Agreement
|
5