Attached files

file filename
EX-2 - EXHIBIT 2.1 - ATRM Holdings, Inc.ex2-1.htm
EX-99 - EXHIBIT 99.1 - ATRM Holdings, Inc.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

 

__________________

 

Date of Report (Date of earliest event reported):

July 31, 2013

___________________

 

AETRIUM incORPORATED

(Exact name of registrant as specified in its charter)

 

Minnesota 

0-22166 

41-1439182 

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

 

 

2350 Helen Street

North St. Paul, Minnesota 

 

55109 

(Address of Principal Executive Offices)

(Zip Code)

 

(651) 770-2000

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(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:

 

 

 

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))

 

 

 

 
 

 

 

 

Section 2 – Financial Information

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

 

On July 31, 2013, Aetrium Incorporated (“Aetrium”) completed a transaction in which it sold Cascade Microtech, Inc. (“Cascade”) the assets related to Aetrium’s reliability test equipment business (the “Transferred Business”) pursuant to an Asset Purchase Agreement dated July 31, 2013 (the “Asset Purchase Agreement”).

 

In connection with the sale, Cascade agreed to provide Aetrium consideration in the form of $1,910,000 paid in cash at closing (which amount included a base purchase price of $1,750,000 plus a $160,000 working capital adjustment), $300,000 paid in cash on the first anniversary of the closing date, $200,000 paid in cash on the eighteen month anniversary of the closing date and up to an additional $1,000,000 paid in cash upon the satisfaction of certain post-closing revenue milestones based on the performance of the Transferred Business during the period commencing August 1, 2013 and ending April 30, 2014. As part of the transaction Cascade has also agreed to assume certain liabilities related to the Transferred Business.

 

The foregoing summary is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Reference is also made to the press release announcing the transaction attached hereto as Exhibit 99.1.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits.

 

(c)     Exhibits.

 

Exhibit No.

 

Description

2.1

 

Asset Purchase Agreement by and among Aetrium Incorporated and Cascade Microtech, Inc. dated July 31, 2013 

     

99.1

 

Press Release dated August 1, 2013

 

 

 

 
 

 

 

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.

 

  AETRIUM INCORPORATED  
       
        
  By: /s/ Paul H. Askegaard  
    Paul H. Askegaard

Treasurer

 
       

Dated: August 1, 2013

 

 

 
 

 

 

AETRIUM IncORPORATED

 

FORM 8-K

 

Exhibit Index

 

 

Exhibit No. 

 

Description 

 

Method of Filing 

2.1

 

Asset Purchase Agreement by and among Aetrium Incorporated and Cascade Microtech, Inc. dated July 31, 2013*

 

Filed herewith

         

99.1

 

Press Release dated August 1, 2013

 

Filed herewith

 

*All exhibits and schedules to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Aetrium will furnish the omitted exhibits and schedules to the Securities Exchange Commission upon request.