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):
MARCH 5, 2010
GLOBECOMM SYSTEMS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
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000-22839
(COMMISSION FILE NUMBER)
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11-3225567
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
45 Oser Avenue
Hauppauge, New York 11788
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(631) 231-9800
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On March 5, 2010, pursuant to an Acquisition Agreement (the “Acquisition Agreement”) and
a supplemental Asset Purchase Agreement, the Company, acting through its indirect wholly-owned
subsidiaries Globecomm Holdings B.V. and Globecomm (BVI) Ltd, acquired from Carrier to Carrier
Telecom Holdings Limited (the “Seller”), a privately owned company, all of the issued shares of Carrier
to Carrier Telecom B.V., or C2C, a company incorporated in the Netherlands, and the business assets
of Evocomm Communications Limited, or Evocomm, each of C2C and Evocomm being a wholly-owned
subsidiary of the Seller. Pursuant to the terms of the acquisition the Company also acquired from
Evocomm all the issued shares of Evosat (Pty) Ltd, a company incorporated in South Africa.
C2C provides satellite services across Africa, the Middle East, Europe and Asia, and maintains
services in the Atlantic, Mediterranean, Gulf of Mexico and Indian Ocean regions through its
teleport facility in Biddinghuizen, Netherlands. Evosat and Evocomm provide mobile communications
through C2C, Immarsat land-based BGAN (Broadband Global Area Networks) and maritime-based fleet
broadband capabilities.
Pursuant to the terms of the Acquisition Agreement, the Company paid a cash purchase price of
$15.0 million (funded through $2.5 million of the Company’s current cash position and approximately
$12.5 million through the Company’s existing credit facility), subject to a post-closing adjustment
based on a working capital formula. The Seller also is entitled to receive additional cash payments
of up to an aggregate of $10.9 million, subject to an earn-out based upon the acquired businesses
achieving certain earnings milestones within twenty-four months following the closing.
A copy of the press release issued by the Company on March 8, 2010, announcing the closing of
the acquisition is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit Number |
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Description |
| (a) |
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Financial statements of businesses acquired. |
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The financial statements required by this item will be filed not later than May 20,
2010, 71 calendar days after the date that this Report is required to be filed with
the U.S. Securities and Exchange Commission. |
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| (b) |
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Pro forma financial information. |
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The pro forma financial statements required by this item will be filed not later
May 20, 2010, 71 calendar days after the date that this Report is required to be
filed with the U.S. Securities and Exchange Commission. |
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| (d) |
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Exhibits. |
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| 2.1 |
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Acquisition Agreement, dated as of
March 5, 2010, by and among, Globecomm |