Attached files
| file | filename |
|---|---|
| EX-10.1 - Teledyne Bolt, Inc. | v207838_ex10-1.htm |
| EX-99.1 - Teledyne Bolt, Inc. | v207838_ex99-1.htm |
UNITED
STATES
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): January 6,
2011
BOLT
TECHNOLOGY CORPORATION
(Exact
name of registrant as specified in its charter)
|
Connecticut
|
001-12075
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06-0773922
|
||
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
Four Duke Place, Norwalk,
Connecticut
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06854
|
|
|
(Address
of principal executive office)
|
(Zip
Code)
|
|
|
Registrant’s
telephone number, including area code
|
|
(203)
853-0700
|
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 communication
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))
Section
2—Financial Information
Item
2.01. Completion of
Acquisition or Disposition of Assets.
On
January 6, 2011, Bolt Technology Corporation (“Bolt”) entered into a stock
purchase agreement with the holders of all of the outstanding shares of capital
stock of SeaBotix Inc., a Delaware corporation (“SeaBotix”). Pursuant
to the stock purchase agreement, Bolt acquired all of the outstanding shares of
capital stock of SeaBotix effective as of January 1, 2011, for $10,000,000 in
cash (paid at closing). Further payments in an amount not anticipated
to exceed $20,000,000 will be due if SeaBotix achieves certain revenue levels
and as an earnout. SeaBotix will operate as a wholly-owned subsidiary
of Bolt. The management team for SeaBotix is remaining in place
following the closing of the acquisition.
The stock
purchase agreement contains customary representations, warranties and covenants
made by Bolt and the respective holders of all of the outstanding shares of
capital stock of SeaBotix. A copy of the stock purchase agreement is filed as
Exhibit 10.1 to this Form 8-K.
On January 6, 2011, Bolt issued a press
release announcing the acquisition of SeaBotix. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K.
Section
9—Financial Statements and Exhibits
Item
9.01. Financial Statements
and Exhibits.
(a) Financial statements of businesses
acquired.
Financial
Statements required to be filed by this Item will be filed with the Securities
and Exchange Commission as soon as practicable, but not later than 71 calendar
days after the date on which this Form 8-K is required to be filed with respect
to Item 2.01.
(b) Pro forma financial
information.
Financial
Statements required to be filed by this Item will be filed with the Securities
and Exchange Commission as soon as practicable, but not later than 71 calendar
days after the date on which this Form 8-K is required to be filed with respect
to 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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Stock
Purchase Agreement by and among Bolt Technology Corporation and the
holders of all of the outstanding shares of capital stock of SeaBotix Inc.
dated January 6, 2011. (Pursuant to Item 601(b)(2) of
Regulation S-K, the schedules and similar attachments to the agreement
have not been filed herewith. The registrant agrees to furnish
supplementally a copy of any omitted schedule or attachment to the
Securities and Exchange Commission upon request.)
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|
|
99.1
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Press
release issued January 6, 2011.
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2
SIGNATURE
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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BOLT
TECHNOLOGY CORPORATION
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|
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By:
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/s/ Raymond M.
Soto
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Raymond
M. Soto
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|
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(Chairman
of the Board, President and
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|
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Chief
Executive Officer)
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Dated:
January 11, 2011
3
Exhibit
Index
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Exhibit No.
|
Description
|
|
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10.1
|
Stock
Purchase Agreement by and among Bolt Technology Corporation and the
holders of all of the outstanding shares of capital stock of SeaBotix Inc.
dated January 6, 2011. (Pursuant to Item 601(b)(2) of
Regulation S-K, the schedules and similar attachments to the agreement
have not been filed herewith. The registrant agrees to furnish
supplementally a copy of any omitted schedule or attachment to the
Securities and Exchange Commission upon request.)
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|
|
99.1
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Press
release issued January 6, 2011.
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