Attached files
| file | filename |
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| EX-99.2 - EX-99.2 - TANGOE INC | a12-24714_1ex99d2.htm |
| EX-23.1 - EX-23.1 - TANGOE INC | a12-24714_1ex23d1.htm |
| EX-99.3 - EX-99.3 - TANGOE INC | a12-24714_1ex99d3.htm |
| EX-99.1 - EX-99.1 - TANGOE INC | a12-24714_1ex99d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2012
TANGOE, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-35247 |
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06-1571143 |
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(State or Other Jurisdiction of |
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(Commission |
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(IRS Employer |
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35 Executive Blvd., Orange, Connecticut |
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06477 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (203) 859-9300
(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):
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))
Explanatory Note
On August 8, 2012, Tangoe, Inc (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report the completion of its acquisition of the telecommunications expense management business of Symphony Teleca Services, Inc. and its subsidiary Symphony Services Corporation (India) Private Limited (the “Acquired Business”). At that time, the Company stated in the Original Report that it intended to file the required financial statements and pro forma financial information within 71 days from the date that such report was required to be filed. By this Amendment No. 1 to the Original Report, the Company is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
(1) The audited statements of assets acquired and liabilities assumed and statements of revenues and direct expenses of the Acquired Business as of and for the years ended December 31, 2011 and 2010, and the notes thereto, are filed as Exhibit 99.1 to this Form 8-K/A.
(2) The unaudited statements of assets acquired and liabilities assumed of the Acquired Business as of June 30, 2012 and December 31, 2011 and the unaudited statements of revenues and direct expenses of the Acquired Business for the six month periods ended June 30, 2012 and 2011, and the notes thereto, are filed as Exhibit 99.2 to this Form 8-K/A.
(b) Pro Forma Financial Information
(1) The unaudited pro forma combined balance sheet of Tangoe, Inc. as of June 30, 2012, and the notes thereto, is filed as Exhibit 99.3 to this Form 8-K/A.
(c) Not applicable.
(d) Exhibits
See Exhibit Index attached hereto.
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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TANGOE, INC. | |
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Date: October 24, 2012 |
By: |
/s/ Albert R. Subbloie, Jr. |
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Albert R. Subbloie, Jr. |
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President and Chief Executive Officer |
EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
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2.1*† |
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Asset Purchase Agreement, dated as of August 8, 2012, by and among Tangoe, Inc. and Symphony Teleca Services, Inc. |
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23.1 |
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Consent of Independent Auditors |
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99.1 |
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Audited Statements of Assets Acquired and Liabilities Assumed and Statements of Revenues and Direct Expenses as of and for the years ended December 31, 2011 and 2010 of the Telecom Expense Management Business of Symphony Teleca Services, Inc. and Subsidiary, and the notes thereto. |
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99.2 |
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Unaudited Statements of Assets Acquired and Liabilities Assumed as of June 30, 2012 and December 31, 2011 and Unaudited Statements of Revenues and Direct Expenses for the six month periods ended June 30, 2012 and 2011 of the Telecom Expense Management Business of Symphony Teleca Services, Inc. and Subsidiary, and the notes thereto. |
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99.3 |
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Unaudited pro forma combined balance sheet of Tangoe, Inc. as of June 30, 2012, and the notes thereto. |
* Previously filed
† Certain exhibits and schedules 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 any of the exhibits and schedules to the U.S. Securities and Exchange Commission upon request.