Attached files
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EX-10.1 - EXHIBIT 10.1 - Timios National Corp | c18194exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2011
HOMELAND SECURITY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 000-23279 | 52-2050585 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1050 North Glebe Road, Suite 550 Arlington, VA |
22201 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (703) 528-7073
(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:
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 1.01 | Entry into a Material Definitive Agreement. |
On May 27, 2011, Homeland Security Capital Corporation (the Company) entered into a
Stock Purchase Agreement (the Purchase Agreement) with Timios Acquisition Corp.
(Timios Acquisition), a wholly-owned subsidiary of the Company, Dal Group, LLC
(Seller) and Timios, Inc. (Timios), a wholly-owned subsidiary of Seller,
pursuant to which Timios Acquisition agreed to purchase from Seller 100% of the issued and
outstanding capital stock of Timios (the Shares). Timios and its subsidiaries are engaged
in the business of providing settlement services and asset valuation, including title insurance and
escrow services.
In consideration for the Shares, the aggregate purchase price will consist of: (a) $1,150,000
in cash, subject to working capital adjustment to be determined within 60 days following the
Closing as set forth in the Purchase Agreement, and (b) an aggregate of up to an additional
$1,350,000 in contingent payments, if any, subject to the achievement of specified net revenue
measurement metrics, as set forth in the Purchase Agreement.
The Purchase Agreement and the transactions contemplated thereby are expected to close upon
the satisfaction of customary closing conditions set forth in the Purchase Agreement (the
Closing). The Closing is subject to, among other things: (i) the approval of Sellers and
Timioss change in control by certain governmental authorities, and (ii) the entry into an asset
purchase agreement by and among the Company or its affiliates, Seller and Default Servicing, LLC, a
wholly-owned subsidiary of Seller (Default), pursuant to which the Company or its
affiliates shall purchase substantially all of the assets of Default.
The Purchase Agreement contains customary representations and warranties, covenants and
indemnification provisions made by each party.
Simultaneously with the execution and delivery of the Purchase Agreement, Messrs. Trevor
Stoffer, Raymond Davison, and Leonard Splane, have entered into employment agreements with Timios,
which agreements will become effective upon the Closing.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does
not purport to be complete and is qualified in its entirety by the full text of the Purchase
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The Purchase Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual information about
the Company. The representations, warranties and covenants contained in the Purchase Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in
connection with the execution of the Purchase Agreement. The representations and warranties may
have been made for the purposes of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors. Investors are
not third-party beneficiaries under the Purchase Agreement and should not rely on the
representations, warranties and covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Company or Seller or any of their respective subsidiaries
or affiliates. Moreover, information concerning the subject matter of the representations and
warranties may change after
the date of the Purchase Agreement, and this subsequent information may or may not be fully
reflected in the Companys public disclosures.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |||
10.1 | Stock Purchase Agreement, dated May 27, 2011, by and among
Homeland Security Capital Corporation, Timios Acquisition
Corp., Timios, Inc. and Dal Group, LLC. |
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 thereunto duly authorized.
HOMELAND SECURITY CAPTIAL CORPORATION |
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By: | /s/ C. Thomas McMillen | |||
Name: | C. Thomas McMillen | |||
Title: | Chief Executive Officer |
Date: May 31, 2011