Current Report Filing (8-k)
December 07 2016 - 8:46AM
Edgar (US Regulatory)
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 6, 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))
Entry
into a Material Definitive Agreement
On
December 6, 2016, Brekford Corporation (the “Company”)
entered into a letter of intent with KeyStone Solutions, Inc.
(“KeyStone”)(the “LOI”). KeyStone is a
holding company headquartered in Chantilly, Virginia that was
formed in 2016 to provide end-to-end services to government
contractors from its subsidiary companies. The company’s
acquisition strategy is to buy profitable, well run businesses that
provide a wide range of complementary services, a “one stop
shop” for government contractors.
Pursuant to the
LOI, KeyStone and the Company agreed to enter into discussions
concerning a potential merger of Brekford and KeyStone, such that
after the transaction, KeyStone shareholders would own 80% and
Brekford shareholders would own 20% of the fully diluted common
stock of the Company. Each of KeyStone and the Company would become
wholly-owned subsidiaries of a newly formed holding company
(“Parent”). Upon consummation of such transaction,
Parent’s Board of Directors would consist of seven members of
which KeyStone would appoint six and the Company would appoint one.
Management of the Parent would be led by KeyStone Management.
Members of the current Company management would continue to serve
in the management of the Brekford business.
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 and shareholders
of KeyStone and the Company; (ii) the filing with, and declaration
of effectiveness by the SEC, of a registration statement on Form
S-4 with respect to the combination; and (iii) 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. In addition, the obligations of KeyStone would be
conditioned on the sale by the Company of not more than 81% of the
Company’s vehicle services business, which includes rugged
information technology solutions and vehicle upfitting
services.
The LOI contains an exclusivity provision through March 31, 2017,
during which time the Company has agreed it will not solicit,
negotiate, or accept any third-party proposals regarding the
acquisition of the Company, any merger or consolidation with or
involving the Company, or any other “Competing
Transaction” (as defined in the LOI) of the Company, except
for the sale of the Company’s vehicle upfitting business
described above.
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 and Term Sheet between Brekford Corporation and KeyStone
Solutions, Inc., dated as of December 6, 2016
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Press release,
dated December 7, 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 7,
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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