SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 20, 2011
Augme Technologies, Inc.
(Exact name of registrant as specified in Charter)
43 West 24th Street, Suite 11B
New York, NY 10010
(Address of Principal Executive Offices)
(Registrants telephone number, including area code)
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))
On July 20, 2011 Augme Technologies, Inc. (the Company) filed a Current Report on Form 8-K (the Original Report) disclosing its entry into a material definitive agreement. Item 9.01 of the Original Report indicated that the agreement was attached as Exhibit 10.1, however, the exhibit was inadvertently omitted from the filing. The Company is filing this Amendment No. 1 to the Original Report to attach the agreement. The text of the Original Report has not been changed.
On July 20, 2011 (the Signing Date), Augme Technologies, Inc. (the Company) entered into an Asset Purchase Agreement (the Agreement) with JagTag, Inc., a Delaware corporation (JagTag), pursuant to which the Company agreed to acquire substantially all of the assets of JagTag (the Assets) that are related to, used in connection with, or that form a part of JagTags business, and assume certain liabilities, including accounts payable, of JagTag (the Assumed Liabilities).
The purchase price for the Assets is $5,250,000 (the Purchase Price). The Purchase Price is subject to downward adjustment equal to the amount by which the Assumed Liabilities exceed JagTags cash, cash equivalents, accounts receivable and amounts deemed received upon the cashless exercise of JagTags options (collectively, Cash Equivalents), or upward adjustment equal to the amount by which the Cash Equivalents exceed the Assumed Liabilities, determined as of the closing date of the Agreement (the Closing Date). The Purchase Price is also subject to post-closing downward adjustment to the extent any of JagTags accounts receivable are not collected within certain time frames specified in the Agreement (an AR Adjustment). The Purchase Price (as adjusted) is to be paid in unregistered shares of the Companys common stock valued at the Augme Average Price as of the Signing Date (collectively, the Aggregate Share Consideration). The Augme Average Price is defined as the volume weighted average price of the Companys common stock as reported by Bloomberg LP for the 20 trading days immediately prior to the Signing Date, subject to a floor of $2.00 and a ceiling of $3.50 per share. The Augme Average Price exceeded $3.50 per share; therefore, the Augme Average Price is $3.50 per share. The Aggregate Share Consideration is to be allocated on a pro rata basis among and issued directly to the holders of equity and equity-linked securities of JagTag (the JagTag Equity Holders). Ten percent of the Aggregate Share Consideration is to be placed in escrow with the Companys transfer agent for a period of at least one year in order secure any damages that may result from any breach of a representation, warranty or covenant of JagTag in the Agreement, any liability of JagTag arising prior to the Closing Date other than Assumed Liabilities, and other pre-closing liabilities of JagTag. The Indemnification Escrow will also be available to compensate the Company for any necessary AR Adjustment after the Closing Date.
The closing of the Agreement is subject to customary closing conditions, including JagTag obtaining its requisite stockholder approval.
JagTags Chief Executive Officer, Edward Jordan, is to be appointed as the Chief Financial Officer of the Company on the Closing Date.
The foregoing description is merely a summary of the Agreement and is qualified in its entirety by reference to the Agreement, which is attached as an exhibit to this Current Report.
On July 20, 2011 the Company issued a press release announcing the execution of the Agreement, a copy of which is attached as an exhibit to this Current Report.
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.