Attached files
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| EX-99.1 - KEYW HOLDING CORP | v204989_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 2,
2010
THE KEYW
HOLDING CORPORATION
(Exact
name of Registrant as specified in its charter)
Commission
File No. 001-34891
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Maryland
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27-1594952
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(State
or other jurisdiction of
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(IRS
Employer ID No.)
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incorporation
or organization)
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1334
Ashton Road, Suite A
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Hanover,
Maryland
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21076
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(Address
of principal executive office)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(443)
270-5300
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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
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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THE KEYW HOLDING
CORPORATION
Item 1.01 Entry into a Material Definitive
Agreement.
On December 2, 2010, The KEYW Holding Corporation (“KEYW”) entered into a stock purchase
agreement (the “Agreement”) with Everest Technology Solutions, Inc. (“Everest”),
ETS Holdings, Inc. (“Seller”), certain stockholders of ETS Holdings, Inc.
(“Seller Related Parties”) and the representative of the Seller and Seller
Related Parties (“Seller Representative”). The terms of the Agreement
provide for KEYW’s acquisition from Seller of all of the outstanding capital
stock of Everest for $28.0 million in cash and $2.0 million in shares of KEYW
common stock (exclusive of accounting and attorney fees and customary closing
costs and adjustments). The KEYW shares will be issued to the Seller based on the
average market price of KEYW’s common stock over the ten trading days prior to
the closing date. Resale of the shares will be restricted in
accordance with Rule 144 under the Securities Act of 1933, as
amended. Holders of such shares are entitled to registration rights in the event that
KEYW files specified stock registrations within one (1) year after the KEY shares are
distributed from escrow as described below. The Agreement contains
customary closing conditions.
KEYW, Everest, the Seller and the Seller Related Parties have made customary representations and
warranties in the Agreement. The Agreement contains customary
indemnification obligations of each party with respect to breaches of
representations, warranties and covenants and certain other specified matters.
Under the Agreement, all of
the KEYW shares issued will be held back by KEYW on the closing date to satisfy potential indemnification
claims by KEYW, with the escrowed shares (less any shares cancelled to satisfy
indemnity claims) to be released following the
fifteen month anniversary of the closing, subject to pending indemnity claims
and otherwise in accordance with the holdback terms. For purposes of satisfying indemnity
claims (if any), such escrowed shares will be valued at the average closing
price of KEYW common stock for the ten trading days prior to the closing date of
the transaction.
On
December 2, 2010, KEYW issued a press release announcing the it had entered into
the Agreement, a copy of which is attached as Exhibit 99.1 and incorporated by
reference herein.
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Exhibit
99.1
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The
KEYW Holding Corporation Press Release, dated December 2, 2010, announcing
KEYW had entered into a stock purchase agreement for the acquisition of
Everest Technology Solutions, Inc.
(1).
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(1)
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Filed
herewith.
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2
THE KEYW HOLDING
CORPORATION
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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THE
KEYW HOLDING CORPORATION
(Registrant)
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|||
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DATE: December
8, 2010
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/s/ Leonard Moodispaw | |
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Leonard
Moodispaw
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|||
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Chief
Executive Officer
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THE KEYW HOLDING
CORPORATION
EXHIBIT
INDEX
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Exhibit
Number
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Description |
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Exhibit
99.1
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The
KEYW Holding Corporation Press Release, dated December 2, 2010, announcing
KEYW had entered into a stock purchase agreement for the acquisition of
Everest Technology Solutions, Inc.
(1).
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|
|
|
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(1)
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Filed
herewith.
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4