Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - KRANEM CORP | exhibit10-1.htm |
| EX-99.1 - EXHIBIT 99.1 - KRANEM CORP | exhibit99-1.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): November 30, 2011
KRANEM
CORPORATION
(Exact name of registrant as specified in its
charter)
| Colorado | 000-53563 | 02-0585306 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1840 Gateway Drive, Suite 200 San Mateo, CA
94404
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (650) 319-6743
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 (see General Instruction A.2. below):
[ ] 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))
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Item 1.01. Entry into a Material Definitive
Agreement. |
| |
On November 30, 2011 (the “Effective
Date”), Kranem Corporation (the “Company”) entered into a Stock
Purchase Agreement (the “Purchase Agreement”) to acquire 100%
ownership of Alfa Sistemi Telemedia Srl, an Italian company (“Alfa Sistemi”),
from Mr. Aldo Greco and Ms. Mario Fausto Greco, the existing stockholders
of Alfa Sistemi (the “Sellers”) for (a) cash, payable on the later
of (i) 6 months from the Effective Date or (ii) the date of the Company’s
equity next financing and (b) stock (the
“Transaction Stock”) to be issued as soon as possible after the
Effective Date. The Purchase Agreement requires Alexandro D’Alesio, the
current chief executive officer of Alfa Sistemi, to continue to work for
Alfa Sistemi at his current annual salary for five years and prohibits him
from working with a competitor or otherwise competing with Alfa Sistemi
for two years after he leaves Alfa Sistemi. The Purchase Agreement is
subject to customary closing conditions, warranties and representations,
which include, among other things, the completeness and accuracy of the
Alfa Sistemi financial statements given to the Company as part of the
transaction. Alfa Sistemi provides telecommunications equipment and
services to various customers in Italy. |
| |
Item 2.01. Completion of Acquisition or
Disposition of Assets. |
| |
The information in Item 1.01 is incorporated
herein by reference in its entirety into Item 2.01. On November 30, 2011,
the Company acquired Alfa Sistemi from the Sellers under the terms and
conditions of the Purchase Agreement. |
| |
Item 3.02. Unregistered Sales of Equity
Securities. |
| |
As described in the Item 1.01 of this Current
Report on Form 8-K, the Company will issue the Transaction Stock as soon
as possible after November 30, 2011. The shares are to be issued in
reliance on the exemption from registration provided by Section 4(2) of
the Securities Act of 1933 (the “Securities Act”). The Company
relied on these exemptions from registration based in part on
representations made by the Sellers. The shares of Common Stock may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The Stock Purchase Agreement
stipulates that the Transaction Stock (i) is restricted securities and
(ii) may not be sold or otherwise transferred (a) except in accordance
with Rule 144 and (b) without the prior written consent of the Company. |
| |
This current report on Form 8-K does not
constitute an offer to sell, or a solicitation of an offer to buy, any
security and shall not constitution an offer, solicitation or sale in any
jurisdiction in which such offering would be unlawful. |
| |
The foregoing information set forth in Items
1.01, 2.01 and 3.02 is qualified in its entirety by reference to the full
text of the Purchase Agreement, a copy of which in redacted form is
attached hereto as Exhibit 10.1, and is incorporated herein by reference. |
| |
| Item 7.01. Regulation FD Disclosures. |
| The news release announcing this matter is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 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 it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
| This Current Report on Form 8-K contains forward-looking statements and are indicated by words such as “anticipates” and other similar words or phrases. Actual events or results may differ materially from those described herein. Such forward-looking statements are subject to a number of risks and uncertainties that could cause the actual results or performance of the Company to differ materially from those described herein, including but not limited to the impact of the global economic environment on the Company's customer base (particularly telecom and law enforcement agencies) and the resulting uncertainties; changes in technology and market requirements; decline in demand for the Company's products; inability to timely develop and introduce new software, services and applications; difficulties or delays in absorbing and integrating acquired operations, technologies and personnel; loss of market share; pressure on pricing resulting from competition; and inability to maintain certain marketing and distribution arrangements. |
Item 9.01. Financial Statements and
Exhibits. |
| |
We will file the required financial statements as
an amendment hereto on or before February 13, 2012. |
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* Portions of this exhibit have been omitted pursuant to a request for confidential treatment, and the omitted information has been filed separately with the Securities and Exchange Commission.
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.
| Dated: December 6, 2011 | KRANEM CORPORATION | |
| By: | /s/ Edward Miller | |
| Name: | Edward Miller | |
| Title: | Chief Financial Officer | |
Exhibit Index
* Portions of this exhibit have been omitted pursuant to a request for confidential treatment, and the omitted information has been filed separately with the Securities and Exchange Commission.
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