SECURITIES AND EXCHANGE COMMISSION
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):
MAY 29, 2009
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
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11-3225567 |
(COMMISSION FILE NUMBER)
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(I.R.S. EMPLOYER IDENTIFICATION NO.) |
45 Oser Avenue
Hauppauge, New York 11788
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
(631) 231-9800
(REGISTRANTS 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 8.01 Other Events.
On May 29, 2009, the Company, acting through its wholly owned subsidiary Telaurus, LLC,
acquired the entire business operations of Telaurus Communications LLC (the Seller), a privately
owned company, including all of the issued stock of the Sellers wholly-owned subsidiary Telaurus
Communications Pte. Ltd., a company incorporated in Singapore.
Pursuant to the terms of the acquisition, the Company acquired the entire business operations
of the Seller for a cash purchase price of $6.5 million (funded through the Companys existing cash
position), subject to adjustment based on a working capital formula. The Seller also is entitled
to receive shares of the Companys common stock and warrants to purchase shares of the Companys
common stock, subject to an earn-out based upon the acquired business achieving certain earnings
milestones within twelve months following the closing.
A copy of the press release issued by the Company on June 1, 2009, 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 |
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99.1
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Press Release, dated June 1, 2009, entitled Globecomm Systems Acquires
Telaurus Communications LLC |