Attached files
| file | filename |
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| EX-99.2 - SLIDE DECK PRESENTATION DATED JANUARY 9, 2017 - RumbleOn, Inc. | svtc_ex992.htm |
| EX-99.1 - PRESS RELEASE DATED JANUARY 9, 2017 - RumbleOn, Inc. | svtc_ex991.htm |
| EX-10.1 - 2017 RUMBLEON STOCK INCENTIVE PLAN - RumbleOn, Inc. | svtc_ex101.htm |
| EX-3.1 - FORM OF CERTIFICATE OF AMENDMENT - RumbleOn, Inc. | svtc_ex31.htm |
| EX-2.1 - ASSET PURCHASE AGREEMENT, DATED AS OF JANUARY 8, 2017 - RumbleOn, Inc. | svtc_ex21.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): January 8,
2017
Smart
Server, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
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000-55182
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46-3951329
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4521 Sharon Road
Suite 370
Charlotte, North Carolina
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28211
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(Address of Principal Executive Offices)
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(Zip Code)
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(980)
297-2000
(Registrant’s Telephone Number, Including Area
Code)
(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))
Item 1.01. Entry into a Material Definitive
Agreement.
On
January 8, 2017, Smart Server, Inc. (the “Company”)
entered into an Asset Purchase Agreement with NextGen Dealer
Solutions, LLC (“NextGen”), Halcyon Consulting, LLC
(“Halcyon”), and members of Halcyon signatory thereto
(“Halcyon Members” and together with Halcyon, the
“Halcyon Parties”). NextGen
and the Halcyon Parties are collectively referred to as the
“Seller Parties.” NextGen has developed a proprietary
technology platform that will underpin the operations of the
Company. The Agreement provides that, upon the terms and subject to
the conditions set forth in the Agreement, the Company will acquire
all of NextGen's assets, properties and rights of whatever kind,
tangible and intangible, other than the excluded assets under the
terms of the Agreement. The Company will assume liability only for
certain post-closing contractual obligations pursuant to the terms
of the Agreement. The transaction is expected to close in the first
quarter of 2017.
The
Agreement provides that the Company will acquire substantially all
of the assets of NextGen in exchange for approximately $750,000 in
cash, plus 1,523,809 unregistered shares of common stock of the
Company (the "Purchaser Shares"), and a
subordinated secured promissory note issued by the Company in favor
of NextGen in the amount of $1,333,333 (the "Acquisition Note").
The Acquisition Note matures on the third anniversary of the date
the Acquisition Note is entered into (the "Maturity Date").
Interest will accrue on the Acquisition Note (i) at a rate of 6.5%
annually from the date the Acquisition Note is entered into through
the second anniversary of such date and (ii) at a rate of 8.5%
annually from the second anniversary of the date the Acquisition
Note is entered into through the Maturity Date. In connection with
the closing of the transaction, the Company has agreed with certain
investors to accelerate the funding of the second tranche of their
investment totaling $1.35 million by issuing such investors
1,161,920 shares of the Company's common stock and a note in the
amount of $667,000, to be issued on the closing date.
Under
the terms of the Agreement, no Indemnifying Party (as defined in
the Agreement) is liable to an Indemnified Party (as defined in the
Agreement) until the aggregate amount of all losses in respect of
indemnification exceeds $50,000 (the "Loss Threshold"), and in such
case such parties shall be liable for all losses including the Loss
Threshold up to a cap of $1,333,333. Certain fundamental
representations and warranties, the post-closing covenants and
certain other specified obligations of the Company and the Seller
Parties are outside of the Loss Threshold and the cap. No Halcyon
Member will be personally liable for indemnification pursuant to
the Agreement, however, if NextGen transfers the Acquisition Note
or any of the Purchaser Shares or
disposes of the proceeds of the transfer at any time prior to the
third anniversary of the closing date, Halcyon Members will be
liable, jointly and severally with the other Seller Parties, for
the indemnification pursuant to the Agreement.
Each of
the Company, NextGen and Halcyon has provided customary
representations, warranties and covenants in the Agreement. The
completion of the acquisition is subject to various closing
conditions, including (a) the absence of any temporary restraining
order, preliminary or permanent injunction, or other order or legal
proceeding prohibiting or preventing the transactions contemplated
by the Agreement, (b) performance in all respects by each party of
its covenants and agreements, and (c) the delivery by each party of
all required closing documents. Additionally, pursuant to the
Agreement, commencing on January 16, 2017 and through the closing
date or the date on which the Agreement terminates, whichever is
first to occur, the Company is required to fund all reasonable
ordinary course payroll expenses of NextGen up to $14,000 per
week.
The
Agreement contains certain termination rights for both the Company
and NextGen. Both the Company and NextGen have the right to
terminate the Agreement if the closing does not occur on or before
February 15, 2017.
The
foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by the Agreement. The
Agreement and a copy of the press release announcing the
transaction are filed as Exhibits 2.1 and 99.1, respectively, to
this report and are incorporated herein by reference.
On
January 9, 2016, the Company’s Board of Directors approved
the adoption of the RumbleON, Inc. 2017 Stock Incentive Plan (the
"Plan"), subject to stockholder approval at the Company's next
Annual Meeting of Stockholders. The purposes of the Plan are to
attract, retain, reward and motivate talented, motivated and loyal
employees and other service providers ("Eligible Individuals") by
providing them with an opportunity to acquire or increase a
proprietary interest in the Company and to incentivize them to
expend maximum effort for the growth and success of the Company, so
as to strengthen the mutuality of the interests between such
persons and the stockholders of the Company. The Plan will allow
the Company to grant a variety of stock-based and cash-based awards
to Eligible Individuals. Twelve percent (12%) of the Company's
issued and outstanding shares of common stock from time to time are
reserved for issuance under the Plan. As of the date of this
report, 6.400,000 shares are issued and outstanding, resulting in
768,000 shares available for issuance under the Plan. The foregoing
description of the Plan does not purport to be complete and is
qualified in its entirety by the Plan attached as Exhibit 10.1 to
this report and incorporated herein by
reference.
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under and
Off-Balance Sheet Arrangement of a Registrant.
The
disclosure included in Item 1.01 above is incorporated herein by
reference.
Item
2.04.
Triggering
Events That Accelerate or Increase a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement.
The
disclosure included in Item 1.01 above is incorporated herein by
reference.
Item
3.02. Unregistered Sales
of Equity Securities.
The
disclosure included in Item 1.01 above and Item 5.03 below is
incorporated herein by reference. The issuances of the shares of
common stock of the Company described in Item 1.01 above and Item
5.03 below will be exempt from the registration requirements of the
Securities Act of 1933, as amended, in accordance with Section
4(a)(2) thereof, as transactions by an issuer not involving a
public offering.
Item
3.03.
Material
Modification to Rights of Security Holders.
The
disclosure included in Item 5.03 below is incorporated herein by
reference.
Item
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d)
On January 9, 2017 (the "Effective Time"), the Company increased
its Board of Directors (the "Board") from two (2) to six (6)
members. As of the Effective Time, Kevin Westfall, Denmar J. Dixon
and Mitch Pierce were elected as directors of the Company to fill
three of the additional Board seats.
Marshall Chesrown
continues to serve as Chairman of the Board and Chief Executive
Officer and Steven R. Berrard will now serve as Chief Financial
Officer and continues to serve as a director and
Secretary.
(e)
The disclosure
included in Item 1.01 above is incorporated herein by
reference.
Item 5.03.
Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On
January 9, 2017, the Company's Board and stockholders holding
6,375,000 of the Company's issued and outstanding shares of common
stock approved an amendment to the Company's Articles of
Incorporation (the "Certificate of Amendment"), to change the name
of the Company to RumbleON, Inc. and to create an additional class
of common stock of the Company, which is expected to be effective
during the first quarter of 2017, after the notice and accompanying
Information Statement describing the amendment has been furnished
to non-consenting stockholders of the Company for at least 20
calendar days.
The
Company currently has authorized 100,000,000 shares of common
stock, $0.001 par value (the "Authorized Common Stock"), including
6,400,000 issued and outstanding shares of common stock (the
“Outstanding Common Stock, and together with the Authorized
Common Stock, the "Common Stock”). Pursuant to the
Certificate of Amendment, the Company will designate 1,000,000
shares of Authorized Common Stock as Class A Common Stock (the
"Class A Common Stock"), which Class A Common Stock will rank pari
passu with all of the rights and privileges of the Common Stock,
except that holders of the Class A Common Stock will be entitled to
ten votes per share of Class A Common Stock issued and outstanding,
and (ii) all other shares of Common Stock, including all shares of
Outstanding Common Stock shall be deemed Class B Common Stock (the
"Class B Common Stock"), which Class B Common Stock will be
identical to the Class A Common Stock in all respects, except that
holders of the Class B Common Stock will be entitled to one vote
per share of Class B Common Stock issued and
outstanding.
The
foregoing description of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by the Form
of Certificate of Amendment, a copy of which is attached to this
report as Exhibit 3.1 and is incorporated herein by
reference.
Also on
January 9, 2017, the Company's Board and stockholders holding
6,375,000 of the Company's issued and outstanding shares of common
stock approved the issuance to (i) Marshall Chesrown of 875,000
shares of Class A Common Stock in exchange for an equal number of
shares of Class B Common Stock held by Mr. Chesrown, and (ii)
Steven R. Berrard of 125,000 shares of Class A Common Stock in
exchange for an equal number of shares of Class B Common Stock held
by Mr. Berrard, to be effective at the time the Certificate of
Amendment is filed with the Secretary of State of
Nevada.
In
connection with the name change of the Company to RumbleON, Inc.,
the Company will begin trading under the new symbol "RMBL" at the
open of trading on Tuesday, January 10, 2017.
Item
7.01.
Regulation
FD Disclosure.
Attached to this
report as Exhibit 99.2 is a slide deck presentation, which the
Company may present to investors, analysts and others. The slide
deck presentation attached to this report as Exhibit 99.2 is
furnished pursuant to this Item 7.01 and shall not be deemed filed
in this or any other filing of the Company under the Securities
Exchange Act of 1934, as amended, unless expressly incorporated by
specific reference in any such filing.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
Asset Purchase
Agreement, dated as of January 8, 2017*
Form of Certificate
of Amendment
2017 RumbleON
Stock Incentive Plan
Press Release dated
January 9, 2017
Slide Deck
Presentation dated January 9, 2017
*
Schedules and
similar attachments to the Asset Purchase Agreement, dated as of
January 8, 2017 have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The registrant hereby undertakes to furnish on a
supplemental basis a copy of any omitted schedules and similar
attachments to the Securities and Exchange Commission upon
request.
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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SMART
SERVER, INC.
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| Date: January 9, 2017 |
By:
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/s/ Steven R.
Berrard
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Steven R.
Berrard
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Chief Financial
Officer and Secretary
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EXHIBIT INDEX
Exhibit
No.
Description
Asset Purchase
Agreement, dated as of January 8, 2017*
Form of Certificate
of Amendment
2017 RumbleON Stock
Incentive Plan
Press Release dated
January 9, 2017
Slide Deck
Presentation dated January 9, 2017
*
Schedules and
similar attachments to the Asset Purchase Agreement, dated as of
January 8, 2017 have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The registrant hereby undertakes to furnish on a
supplemental basis a copy of any omitted schedules and similar
attachments to the Securities and Exchange Commission upon
request.