Current Report Filing (8-k)
February 07 2017 - 9:00AM
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): February 6, 2017
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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20-408662
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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
1.01 Entry into a Material Definitive
Agreement
On
February 6, 2017, Brekford Corporation (the “Company”)
entered into a Contribution and Unit Purchase Agreement (the
“Agreement”) with LB&B Associates Inc. (the
“Purchaser”) and Global Public Safety, LLC
(“GPS”). Pursuant to the Agreement, on the closing date
for the Agreement (the “Closing”) the Company will
contribute substantially all assets and certain liabilities related
to its vehicle services business (the “Business”) to
GPS, a limited liability company owned by Brekford. After the
Closing, Brekford will continue to own and run other business
operations that are not related to the Business.
On the
Closing, GPS will sell units representing 80.1% of the units of GPS
to the Purchaser for $6,000,000 $4,000,000 of which will be paid in
cash, and $2,000,000 of which will be paid by the Purchaser issuing
a promissory note to the Company that will be secured by the
Purchaser’s GPS units.
On
February 6, 2017, the Purchaser made a deposit of $250,000 (the
“Deposit”) pursuant to the terms of the agreement. The
Deposit is nonrefundable, if the Closing has not occurred by
February 28, 2017 as a result of the Purchaser failing to complete
its conditions precedent to closing, which include obtaining
financing for the cash portion of the purchase price and consent
from its lender, provided that the Purchaser’s inability to
fulfill its closing obligations was not caused by the
Company.
After
the Closing, Brekford will continue to own 19.9% of the units of
GPS. On the Closing, the Company will be enter into certain
ancillary agreements including a Transition Services Agreement,
pursuant to which Brekford will provide services to GPS to promote
the efficient transition of the acquired assets; a Pre Novation
Agreement, pursuant to which performance under certain contracts
being assigned to GPS will be made while these contracts are being
assigned to GPS; a Sublease, pursuant to which the Company will
lease office space from GPS; and an Amended and Restated Limited
Liability Company Agreement which will govern the running of
GPS.
The
foregoing information is a summary of the Agreement described
above, is not complete, and is qualified in its entirety by
reference to the full text of the Agreement, a copy of which is
attached as an exhibit to this Current Report on Form
8-K. Readers should review the Agreement for a complete
understanding of the terms and conditions associated with this
transaction.
Item
8.01 Other Events
On
February 6, 2017, Brekford Corporation (the “Company”)
issued the press release annexed hereto as Exhibit
99.1.
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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Contribution
and Unit Purchase Agreement
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Press
release, dated February 6, 2017
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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
:
February 6, 2017
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By:
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/s/
Rodney
Hillman
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Name
Rodney
Hillman
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Title
President and Chief
Operating Officer
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