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): November 12, 2007
Smith Micro Software, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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0-26536
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33-0029027 |
| (State or other jurisdiction
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(Commission File Number)
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(IRS Employer |
| of incorporation)
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Identification No.) |
51 Columbia, Suite 200
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 362-5800
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2007, Smith Micro Software, Inc. (the “Company”) and E Frontier Acquisition
Corporation (“Acquisition Co.”), a wholly-owned subsidiary of the Company, entered into an Asset
Purchase Agreement (the “Asset Purchase Agreement”) pursuant to which they agreed to acquire
substantially all of the assets (the “Acquisition”) of e frontier America, Inc., a wholly-owned
subsidiary of e frontier, Inc. (collectively “e frontier”), including e frontier’s AquaZone® and
Poser® product suites. The completion of the Acquisition is subject to customary closing
conditions. The Board of Directors of each of the Company and e frontier approved the Acquisition
and the Asset Purchase Agreement. Pursuant to the Asset Purchase Agreement, e frontier has agreed
to indemnify the Company against any and all claims and losses incurred or suffered by the Company
as a result of, among other things, any inaccuracy of any representation or warranty of e frontier
contained in the Asset Purchase Agreement.
The aggregate consideration to be paid by the Company for the Acquisition is $6,000,000 in
cash, of which $1,000,000 will be withheld as security for satisfaction of certain indemnification
obligations pursuant to the terms of the Asset Purchase Agreement.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and
is qualified in its entirety by the Asset Purchase Agreement attached as Exhibit 2.3 to this
Current Report on Form 8-K and incorporated herein by reference. The Company issued a press
release on November 15, 2007 regarding the execution of the Asset Purchase Agreement, a copy of
which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The Asset Purchase Agreement has been included to provide investors with information regarding
its terms. It is not intended to provide any other factual information about the Company and e
frontier. The Asset Purchase Agreement contains representations and warranties that each of the
Company and e frontier made to the other. The assertions embodied in those representations and
warranties are qualified by information in confidential disclosure schedules that the parties have
exchanged in connection with signing the Asset Purchase Agreement. The disclosure schedules contain
information that modifies, qualifies and creates exceptions to the representations and warranties
set forth in the Asset Purchase Agreement. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of facts at the time they
were made or otherwise.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial information required by this item, if any, with respect to the Acquisition, will
be filed as soon as practicable, and in any event not later than 71 days after the date on which
any Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item, if any, with respect to the
Acquisition, will be filed as soon as practicable, and in any event not later than 71 days after
the date on which any Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(d) Exhibits.
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2.3
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Asset Purchase Agreement, dated November 12, 2007, by and among Smith
Micro Software, Inc., E Frontier Acquisition Corporation, e frontier,
Inc. and e frontier America, Inc. Certain schedules and exhibits
referenced in the Asset Purchase Agreement have been omitted in
accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request. |
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99.1
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Press Release of Smith Micro Software, Inc. issued on November 15, 2007. |