Attached files
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| EX-2.1 - KEYW HOLDING CORP | v205828_ex2-1.htm |
| EX-99.1 - KEYW HOLDING CORP | v205828_ex99-1.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): December 10,
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
Item
2.01 Completion of Acquisition of Assets.
On
December 10, 2010, pursuant to a Stock Purchase Agreement by and among The KEYW
Holding Corporation (“KEYW”), Everest Technology Solutions, Inc. (“Everest”),
ETS Holdings, Inc. (“Seller”), and certain stockholders of ETS Holdings, Inc.
(the “Agreement”), KEYW acquired all of the outstanding capital stock of
Everest for $28.0 million in cash and 149,054 shares of KEYW common stock
(exclusive of accounting and attorney fees and customary closing costs and
adjustments). The KEYW shares were valued at the average closing
price of KEYW common stock for the ten trading days prior to closing
and are subject to a 180 day lock-up beginning at closing, as well as
registration rights in the event that KEYW files specified stock registrations
within six months from closing of the transaction.
KEYW,
Everest 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, all of the KEYW common shares issued will remain in escrow following
the closing to satisfy potential indemnification claims by KEYW, with such
shares (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.
On
December 13, 2010, KEYW issued a press release announcing the completion of the
Everest acquisition, a copy of which is attached as Exhibit 99.1 and
incorporated by reference herein.
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Exhibit
2.1
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Stock
Purchase Agreement, dated as of December 2, 2010, by and among The KEYW
Holding Corporation, Everest Technology Solutions, Inc., ETS Holdings,
Inc., and certain stockholders of ETS Holdings, Inc. (1)
(2)
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Exhibit
99.1
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The
KEYW Holding Corporation Press Release, dated December 13, 2010,
announcing the completion of the acquisition of Everest Technology
Solutions, Inc. (1).
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(1)
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Filed
herewith.
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(2)
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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
THE KEYW HOLDING
CORPORATION
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/
Leonard Moodispaw
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DATE: December
16, 2010
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Leonard
Moodispaw
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Chief
Executive
Officer
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3
THE KEYW HOLDING
CORPORTION
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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Exhibit
99.1
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The
KEYW Holding Corporation Press Release, dated December 13, 2010,
announcing the completion of the acquisition of Everest Technology
Solutions, Inc. (1)
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Exhibit
2.1
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Stock
Purchase Agreement, dated as of December 2, 2010, by and among The KEYW
Holding Corporation, Everest Technology Solutions, Inc., ETS Holdings,
Inc., and certain stockholders of ETS Holdings, Inc. (1)
(2)
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(1)
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Filed
herewith.
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(2)
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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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