Attached files
| file | filename |
|---|---|
| EX-10.1 - STEELCLOUD INC | v171548_ex10-1.htm |
| EX-10.2 - STEELCLOUD INC | v171548_ex10-2.htm |
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
January
15, 2010 (January 11, 2010)
Date of
Report (Date of earliest event reported)
STEELCLOUD,
INC.
(Exact
name of registrant as specified in its charter)
|
Virginia
|
0-24015
|
54-1890464
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File No.)
|
(IRS
Employer
Identification
No.)
|
13962
Park Center Road
Herndon,
Virginia 20171
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (703) 674-5500
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations 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))
Forward-Looking
Statements
Statements
in this Current Report on Form 8-K (including the exhibits filed herewith) that
are not purely historical facts, including statements regarding SteelCloud,
Inc.’s (“SteelCloud” or the “Company”) beliefs, expectations, intentions or
strategies for the future, may be "forward-looking statements" under the Private
Securities Litigation Reform Act of 1995. All forward-looking statements involve
a number of risks and uncertainties that could cause actual results to differ
materially from the plans, intentions and expectations reflected in or suggested
by the forward-looking statements. Such risk factors include, among others:
SteelCloud’s
ability to obtain financing in the short term; SteelCloud’s ability to
obtain a listing for its securities on the Over-the-Counter Bulletin Board;
general economic and business conditions; industry capacity; industry trends;
competition; changes in business strategy or development plans; project
performance; availability of qualified personnel; and the risk factors set forth
from time to time in the reports SteelCloud files with the Securities and
Exchange Commission. SteelCloud undertakes no obligation to update
any forward-looking statement to reflect events or circumstances that may arise
after the date of this filing.
Item
1.01 Entry Into a Material
Definitive Agreement
On
January 11, 2010, SteelCloud entered into a Purchase and Sale Agreement (the
“Agreement”) with Global Technology Partners, Inc., a Maryland Corporation (the
“Purchaser”).
Pursuant
to the Agreement, on January 15, 2010, SteelCloud will sell to the Purchaser a
portion of its consulting business, consisting of certain consulting contracts
and related agreements, and assign all of its rights to employment and
independent contractor contracts for certain of its contractors and employees engaged in the
consulting business (the “Assets”). As consideration for the sale of
the Assets, the Purchaser agreed to pay a base price of one hundred forty
thousand dollars ($140,000) (the “Base Price”) of which (a) seventy thousand
dollars ($70,000) was paid upon the execution of the Agreement, and (b) seventy
thousand dollars ($70,000) which shall be paid on January 15, 2010; however,
this payment may be forfeited to Purchaser if a novation is not approved by the
government and certain payments due to Purchaser from the Assets are not made to
Purchaser. In addition to the Base Price, the Agreement provides for
contingent payments in the amount of (a) one hundred thousand dollars ($100,000)
in the event certain payments are made pursuant to certain of the Assets, and
(b) twenty percent (20%) of the gross margin from all revenue generated from the
Assets for the period beginning from January 11, 2010 and ending on January 11,
2011.
Pursuant
to the Agreement, the parties agreed to cooperate in obtaining novations of all
governmental contracts included in the Assets. SteelCloud agreed to
guarantee payment of all liabilities and the performance of all obligations that
Purchaser assumed under any governmental contracts included in the
Assets.
The
Agreement contains standard representations and warranties for a transaction of
this type. The terms of the transaction were the result of arm’s length
negotiations between SteelCloud and the Purchaser. Prior to the
completion of the transaction, neither SteelCloud nor any of its affiliates or
officers, directors or their associates had any material relationship with the
Purchaser, other than in respect of the Agreement and the transactions
contemplated therein and related thereto.
In
connection with the Agreement, SteelCloud obtained a Release of Lien (the
“Release”) from Caledonia Capital Corporation (“Caledonia”), pursuant to which
Caledonia released and waived its interest in the Assets, including any
receivables due thereunder, which SteelCloud pledged and assigned as collateral
security under the Line of Credit and Security Agreement dated November 3, 2009,
by and between SteelCloud and Caledonia (the “Line of Credit”).
The
foregoing summary of the terms of the Agreement, the Release and the Line of
Credit does not purport to summarize all of the provisions of these documents,
and the transactions contemplated therein, and is qualified in its entirety by
reference to (a) the Agreement, filed as Exhibit 10.1 to this Current Report on
Form 8-K, (b) the Release filed as Exhibit 10.2 to this Current Report on Form
8-K, and (c) the Line of Credit filed as Exhibit 10.1 to the Current Report on
Form 8-K filed by SteelCloud with the Securities and Exchange Commission on
November 9, 2009.
Item
2.01 Completion of
Acquisition or Disposition of Assets
The
information included in Item 1.01 of this Current Report is incorporated by
reference into this Item 2.01.
(d) Exhibits
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Exhibit
No.
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Description
|
|
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10.1
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Purchase
and Sale Agreement by and between SteelCloud, Inc. and Global Technology
Partners, Inc., dated January 11, 2010.
|
|
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10.2
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Release
of Lien by and between SteelCloud, Inc. and Caledonia Capital Corporation,
dated January 8, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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STEELCLOUD,
INC.
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||||
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By:
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/s/
Brian H. Hajost
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|||
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Brian
H. Hajost, Chief Executive
Officer
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January
15, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
|
|
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10.1
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Purchase
and Sale Agreement by and between SteelCloud, Inc. and Global Technology
Partners, Inc., dated January 11, 2010.
|
|
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10.2
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Release
of Lien by and between SteelCloud, Inc. and Caledonia Capital Corporation,
dated January 8, 2010.
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