Attached files
| file | filename |
|---|---|
| EX-99.1 - KEYW HOLDING CORP | v204341_ex99-1.htm |
| EX-99.5 - KEYW HOLDING CORP | v204341_ex99-5.htm |
| EX-2.1 - KEYW HOLDING CORP | v204341_ex2-1.htm |
| EX-23.1 - KEYW HOLDING CORP | v204341_ex23-1.htm |
| EX-99.2 - KEYW HOLDING CORP | v204341_ex99-2.htm |
| EX-99.4 - KEYW HOLDING CORP | v204341_ex99-4.htm |
| EX-99.3 - KEYW HOLDING CORP | v204341_ex99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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: November 29,
2010)
THE KEYW
HOLDING CORPORATION
(Exact
name of Registrant as specified in its charter)
Commission
File No. 001-34891
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Maryland
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27-1594952
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(State
or other jurisdiction of
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(IRS
Employer ID No.)
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incorporation
or organization)
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1334
Ashton Road, Suite A
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Hanover,
Maryland
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21076
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(Address
of principal executive office)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(443)
270-5300
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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THE KEYW HOLDING
CORPORATION
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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The
disclosure under Item 2.01 of this current report is also responsive to this
Item 1.01 and is incorporated herein by reference.
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Item
2.01
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Completion
of Acquisition or Disposition of
Assets
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Pursuant
to a Stock Purchase Agreement by and among The KEYW Holding Corporation
(“KEYW”), Sycamore.US, Inc., (“Sycamore”), Sycamore Services, Inc., the
Stockholders of Sycamore.US, Inc. (“Sellers”) and Kurt Heckman, as the
Representative of the Sellers dated and effective November 29, 2010 (the
“Agreement”), KEYW acquired all of the outstanding capital stock of
Sycamore for $27.0 million in cash and 87,500 shares of KEYW common stock
(exclusive of accounting and attorney fees and customary closing costs and
adjustments). The KEYW shares are subject to a 180 day lock-up
beginning November 30, 2010, as well as registration rights in the event that
KEYW files specified stock registrations within six months from closing of the
transaction.
KEYW,
Sycamore and the Sellers have made customary representations and warranties in
the Agreement. The Agreement contains customary indemnification
obligations of each party with respect to breaches of representations,
warranties and covenants and certain other specified matters. Under the
Agreement, an aggregate of $1.5 million will remain in escrow following the
closing to satisfy potential indemnification claims by KEYW, with the escrow
fund (less any indemnity amounts paid therefrom) to be released following the
fifteen month anniversary of the closing, subject to pending indemnity claims
and otherwise in accordance with the terms of the Agreement.
The
foregoing is a summary of the terms of the Stock Purchase Agreement and does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Stock Purchase Agreement, copies of which are attached hereto as
Exhibit 2.1.
On
November 30, 2010, KEYW issued a press release announcing the completion of the
Sycamore acquisition, a copy of which is attached as Exhibit 99.4 and
incorporated by reference herein.
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Item
9.01
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Financial
Statements and Exhibits
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(a)
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Financial
statements of businesses acquired.
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(1)
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The
audited consolidated financial statements of Sycamore.US, Inc. and
Sycamore Services, Inc. as of and for the nine months ended September 24,
2010, together with Report of Independent Auditors, are attached hereto as
Exhibit 99.1 and are incorporated herein by
reference.
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(2)
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The unaudited consolidated
financial statements of Sycamore.US, Inc. and Sycamore Services, Inc. as
of and for the nine months ended September 25, 2009, are attached hereto
as Exhibit 99.2 and are incorporated herein by
reference.
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(3)
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The
audited consolidated financial statements of Sycamore.US, Inc. and
Sycamore Services, Inc. as of and for the years ended December 31, 2009
and 2008, together with Report of Independent Auditors are attached hereto
as Exhibit 99.3 and are incorporated herein by
reference.
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THE KEYW HOLDING CORPORATION
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(b)
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Pro
forma financial information.
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The
unaudited pro forma financial information included with this current report on
Form 8-K has been prepared to illustrate the pro forma effects for the
acquisition of Sycamore. The unaudited pro forma condensed balance
sheet as of December 31, 2009 and the unaudited pro forma condensed statements
of income for the year ended December 31, 2009 are filed with this Form 8-K as
Exhibit 99.3. The unaudited pro forma condensed balance sheet as of
December 31, 2009 gives effect to the Sycamore acquisition as if it occurred on
that date. The unaudited pro forma condensed statements of income for
the year ended December 31, 2009 gives effect to the Sycamore acquisition as if
it occurred on January 1, 2009.
The
unaudited pro forma condensed financial information is provided for
informational purposes only and is not necessarily indicative of the results
that would have occurred if the Sycamore acquisition had occurred on the first
day of the period presented. The unaudited pro forma financial statements should
not be construed as being representative of future operating results or the
financial position of KEYW and should be read in conjunction with
the:
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•
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Accompanying
notes to the unaudited pro forma condensed financial
statements;
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•
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KEYW’s
historical consolidated financial statements and notes included in KEYW’s
prospectus dated September 30, 2010 and filed with the Securities and
Exchange Commission on October 1, 2010 pursuant to Rule 424(b)(4);
and
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•
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Sycamore’s
audited financial statements and notes for nine months ended September 24,
2010 and the years ended December 31, 2009 and December 31,
2008.
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(d)
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Exhibits
–
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Exhibit
2.1
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Stock
Purchase Agreement by and among The KEYW Holding Corporation, Sycamore.US,
Inc., Sycamore Services, Inc., the Stockholders of Sycamore.US, Inc.
(“Sellers”) and the Representative of the Sellers dated and effective
November 29, 2010. (1) (2)
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Exhibit
23.1
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Consent
of Independent Certified Registered Public Accounting Firm.
(2)
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Exhibit
99.1
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Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 24, 2010,
together with Report of Independent Auditors. (2)
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Exhibit
99.2
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Unaudited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 25, 2009.
(2)
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Exhibit
99.3
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Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the years ended December 31, 2009 and 2008,
together with Report of Independent Auditors. (2)
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Exhibit
99.4
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Unaudited
Pro Forma Condensed Balance Sheet as of December 31, 2009; Unaudited Pro
Forma Condensed Statement of Income for the year ended December 31, 2009.
(2)
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Exhibit
99.5
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The
KEYW Holding Corporation Press Release, dated November 30, 2010,
announcing the completion of the acquisition of Sycamore.US, Inc.
(2)
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____________________________
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(1)
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The
schedules and exhibits to this agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will
furnish copies of such schedules and exhibits to the Securities and
Exchange Commission upon request.
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(2)
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Filed
herewith.
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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.
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THE
KEYW HOLDING CORPORATION
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(Registrant)
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/s/ John E. Krobath
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DATE: December
1, 2010
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John
E. Krobath
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Chief
Financial Officer
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THE
KEYW HOLDING CORPORATION
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Exhibit
2.1
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Stock
Purchase Agreement by and among The KEYW Holding Corporation, Sycamore.US,
Inc., Sycamore Services, Inc., the Stockholders of Sycamore.US, Inc.
(“Sellers”) and the Representative of the Sellers dated and effective
November 29, 2010. (1) (2)
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Exhibit
23.1
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Consent
of Independent Certified Registered Public Accounting Firm.
(2)
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Exhibit
99.1
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Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 24, 2010,
together with Report of Independent Auditors. (2)
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Exhibit
99.2
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Unaudited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the nine months ended September 25, 2009.
(2)
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Exhibit
99.3
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Audited
Consolidated Financial Statements of Sycamore.US, Inc. and Sycamore
Services, Inc. as of and for the years ended December 31, 2009 and 2008,
together with Report of Independent Auditors. (2)
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Exhibit
99.4
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Unaudited
Pro Forma Condensed Balance Sheet as of December 31, 2009; Unaudited Pro
Forma Condensed Statement of Income for the year ended December 31, 2009.
(2)
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Exhibit
99.5
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The
KEYW Holding Corporation Press Release, dated November 30, 2010,
announcing the completion of the acquisition of Sycamore.US, Inc.
(2)
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___________________________
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(1)
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The
schedules and exhibits to this agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. The registrant will
furnish copies of such schedules to the Securities and Exchange Commission
upon request.
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(2)
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Filed
herewith.
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