Attached files
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| EX-99.1 - GLOBAL AXCESS CORP | v205337_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
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Date
of Report (Date of earliest event reported)
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December
7, 2010
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GLOBAL
AXCESS CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-17874
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88-0199674
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7800
Belfort Parkway, Suite 165, Jacksonville, Florida
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32256
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(904)
280-3950
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N/A
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(Former
name or former address, if changed since last
report)
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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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
December 7, 2010, Global Axcess Corp. (the “Company”) entered into a definitive
Asset Purchase Agreement to acquire certain assets of FMiATM, Inc. (“FMi”), an
owner and operator of unattended ATMs. Under the terms of the
agreement, the Company will acquire 140 ATMs and certain contractual rights with
customers of FMi, for a total purchase price of approximately
$1,034,571. The purchase price consists of $914,571 in cash within
five days of December 17, 2010, $60,000 in cash to be paid on or before January
17, 2011 and $60,000 in cash to be paid on or before February 17, 2011. To the
extent that a certain assigned contract is cancelled by the customer, up to
approximately $182,000 of the purchase price is subject to clawback by the
Company after closing.
The
acquisition is subject to the entry by FMi and its affiliates into non-compete
agreements that restrict certain activities of those parties following the
closing of the transaction. FMi has also agreed to assist the Company
with certain transition services following the closing of the
transaction.
The
acquisition is subject to mutual indemnification provisions, and customary
representations and warranties which survive the closing of the transaction for
a period of six months. The acquisition is expected to close by
December 22, 2010.
Item
7.01 Regulation FD Disclosure.
On
December 9, 2010, the Company issued a press release announcing its entry
into the Asset Purchase Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by
reference in this Item 7.01. The information contained in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed “filed” with the Securities and Exchange Commission nor
incorporated by reference in any registration statement filed by the Company
under the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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| 99.1 Press Release, dated December 9, 2010, issued by Global Axcess Corp. |
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.
| GLOBAL AXCESS CORP. | |||
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By:
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/s/ Michael J. Loiacono | |
| Name: | Michael J. Loiacono | ||
| Title: | Chief Financial Officer | ||
Dated: December
13, 2010