Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act
of 1934
Date of
Report (Date of earliest reported): December 21, 2016
BREKFORD CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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000-52719
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20-4086662
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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7020
Dorsey Road
Hanover,
Maryland 21076
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (443) 557-0200
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))
Item
8.01
Other Events
On
December 21, 2016, Brekford Corporation (the “Company”)
entered into a letter of intent with LB&B Associates Inc.
(“LB&B”)(the “LOI”). Pursuant to the
LOI, Brekford would sell substantially all of the assets and
certain specified liabilities of its vehicle service business to a
new entity to be formed by LB&B (“Acquisition
Co.”). In consideration for the sale, LB&B would pay
Brekford either $4,000,000 in cash and $2,000,000 in a promissory
note, or $6,000,000
in cash, of which $1,200,000 would be held in escrow for 18 months
to cover any indemnification claims. In addition, Brekford would
receive a 19.9% equity interest in Acquisition Co.
The LOI
is non-binding except for the exclusivity provision described below
and any agreement is subject to the negotiation and execution of a
definitive transaction agreement, which may vary from the terms set
forth in the LOI. A final transaction also is anticipated to be
subject to material conditions, including, but not limited to: (i)
the approval of the respective boards of directors of LB&B and
the Company; (ii) receipt of required consents; (iii) entering into
agreements for the use of related intellectual property, transition
rights and services, employment agreements with certain employees
and customary non-competition and solicitation agreements, and (iv)
other customary conditions for a transaction of this nature.
Accordingly, there can be no assurance that a definitive agreement
will be reached by the companies, or that any agreement will result
in the completion of a combination.
The LOI contains an exclusivity provision through January 20, 2017,
during which time the Company has agreed it will not solicit,
negotiate, entertain or accept any third-party proposals regarding
the acquisition of the subject assets.
The
foregoing information is a summary of the agreements involved in
the transaction described above, is not complete, and is qualified
in its entirety by reference to the full text of such agreements,
copies of which are attached as exhibits to this Current Report on
Form 8-K. Readers should review such agreements for a
complete understanding of the terms and conditions associated with
this transaction.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this
report:
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Exhibit
No.
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Description
of Exhibit
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Letter
of Intent between Brekford Corporation and LB&B Associates,
Inc., dated December 21, 2016
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Press release,
dated December 23, 2016
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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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BREKFORD
CORPORATION
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Date: December 23,
2016
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By:
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/s/
Rodney
Hillman
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Name:
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Rodney
Hillman
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Title:
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President and Chief
Operating Officer
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