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EX-10.1 - EX-10.1 - SCIQUEST INCd404874dex101.htm














Date of Report (Date of earliest event reported):

August 1, 2012



SciQuest, Inc.

(Exact name of registrant as specified in its charter)




Delaware   001-34875   56-2127592

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)

6501 Weston Parkway, Suite 200,

Cary, North Carolina

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (919) 659-2100

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))




Explanatory Note—This Report on Form 8-K/A is being filed in order to (i) reflect an amendment to the Asset Purchase Agreement referenced below clarifying that the purchase price for the transaction was $22,446,980.15 and that cash and cash equivalents were not included among the purchased assets, (ii) include such amendment as an exhibit to this Report, and (iii) reflect that no financial statements are required to be filed by amendment to this Report.


Item 2.01 Completion of Acquisition or Disposition of Assets.

As of August 1, 2012, SciQuest, Inc. (“SciQuest”) completed the acquisition of substantially all of the assets of Upside Software, Inc. (“Upside”) pursuant to that certain Asset Purchase Agreement, dated July 24, 2012, by and among SciQuest, SciQuest Canada Holdings ULC, Upside, Ashif Mawji, 937275 Alberta Ltd., 1680787 Alberta Ltd. and Mawji Family Trust. Upside is headquartered in Edmonton, Alberta and is a leading provider of contract lifecycle management solutions.

SciQuest is paying a purchase price of $22,446,980.15 in cash. The purchase price includes $2.8 million deposited in escrow to satisfy potential indemnification claims.

The acquired assets include (i) fixed assets, fixtures, furniture, supplies, equipment, computer hardware and other tangible personal property, (ii) contracts and agreements with customers and other third parties, (iii) accounts receivable, (iv) pre-paid expenses, (v) rights to lawsuits, claims, refunds, setoffs and other causes of action, (vi) right, title and interest in and to the name “Upside Software”, any derivatives thereof, and all other trade and business names, (vii) intellectual property and registrations related thereto, (viii) software and all intellectual property attributable thereto, (ix) all permits, licenses, registrations and other rights from governmental entities, (x) business records, and (xi) goodwill.

Any statements in this Report that are not historical or current facts are forward-looking statements. These forward-looking statements include references to the payment of additional stock upon the achievement of certain performance targets. All forward-looking statements in this Report are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors” section of our Registration Statement on Form S-1 and other required reports, as filed with the SEC, which are available free of charge on the SEC’s website at or on our website at Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. These forward-looking statements speak only as of the date hereof, and we undertake no obligation to update, amend or clarify any forward-looking statement for any reason.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.





10.1   Amendment No. 1 to Asset Purchase Agreement, dated August 29, 2012, by and among SciQuest, Inc., SciQuest Canada Holdings ULC, Ashif Mawji, 937275 Alberta Ltd., 1680787 Alberta Ltd. and Mawji Family Trust


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.


Date: August 31, 2012      

        /s/ Stephen J. Wiehe

      Stephen J. Wiehe
      President and Chief Executive Officer
      (Principal Executive Officer)