Attached files
file | filename |
---|---|
EX-10.1 - EX-10.1 - XPLORE TECHNOLOGIES CORP | a12-6321_1ex10d1.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): February 29, 2012
Xplore Technologies Corp.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-52697 |
|
26-0563295 |
(State or other jurisdiction of |
|
(Commission File |
|
(IRS Employer |
14000 Summit Drive, Suite 900
Austin, Texas 78728
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(512) 336-7797
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))
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On February 29, 2012, a wholly owned subsidiary of Xplore Technologies Corp. (the Company) entered into a Fourth Amendment to Accounts Receivable Purchasing Agreement (the ARPA Amendment Agreement) with DSCH Capital Partners, LLC, d/b/a Far West Capital (FWC), which amended a previously executed Accounts Receivable Purchasing Agreement, dated December 10, 2009, as amended to date (the ARPA). Under the ARPA, which is guaranteed by the Company, FWC could purchase, in its sole discretion, eligible accounts receivable of Xplore Technologies Corporation of America (Xplore America) on a revolving basis, up to a maximum of $8,500,000. The ARPA Amendment Agreement excluded from the definition of eligible accounts receivables those accounts resulting from sales by Xplore America outside North America. As a result, the Company is no longer able to obtain advances based upon accounts receivable outside of North America, which availability the Company believes it no longer needs. As a result of the decrease in availability, Xplore America will also not be required to pay FWC an availability fee for those accounts, and will save on the cost of insurance currently required under the ARPA for accounts in excess of $60,000 outside North America. In connection with the ARPA Amendment Agreement, the Company executed an Acknowledgement and Agreement of Guarantor, acknowledging the execution of the ARPA Amendment Agreement and reaffirming its obligations to guarantee the ARPA, among other things.
The above description of the ARPA Amendment Agreement is qualified in its entirety by reference to the terms of the Amendment Agreement attached hereto as Exhibit 10.1.
Section 5 Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Companys Annual Meeting of Stockholders held on February 29, 2012, the Companys stockholders voted on three matters. The Companys stockholders (i) approved the election of F. Ben Irwin, Thomas F. Leonardis, Kent Misemer, Brian Usher-Jones, Philip Sassower, and Andrea Goren to the Companys board of directors, (ii) ratified the appointment of PMB Helin Donovan, LLP as the Companys independent registered public accounting firm for the fiscal year ending March 31, 2012, and (iii) approved an amendment to the Companys Amended and Restated Certificate of Incorporation to increase the number of authorized shares of its Series D Participating Convertible Preferred Stock to from 15,000,000 to 20,000,000.
As of the close of business on December 30, 2011, the record date for the Annual Meeting, there were 221,634,597 shares of the Companys common stock, 62,873,781 shares of the Companys Series A Preferred Stock, 7,732,040 shares of the Companys Series B Preferred Stock, 17,074,000 shares of the Companys Series C Preferred Stock and 13,985,218 shares of the Companys Series D Preferred Stock issued and outstanding and entitled to vote at the Annual Meeting. The presence, in person or by proxy, of the holders of record of capital stock representing a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum. At the Annual Meeting, holders of a total of 166,302,237 (75.03%) shares of the Companys common stock were present, in person or by proxy, holders of a total of 52,996,038 (84.29%) shares of the Companys Series A Preferred Stock, which shares are entitled to an aggregate of 129,029,241 votes on an as-converted basis, were present, in person or by proxy, holders of a total of 2,436,181 (31.51%) shares of the Companys Series B Preferred Stock, which shares are entitled to an aggregate of 5,218,139 votes on an as-converted basis, were present, in person or by proxy, holders of a total of 11,625,999 (68.09%) shares of the Companys Series C Preferred Stock, which shares are entitled to an aggregate of 23,903,036 votes on an as-converted basis, were present, in person or by proxy, and holders of a total of 9,251,904 (66.15%) shares of the Companys Series D Preferred Stock, which shares are entitled to an aggregate of 231,297,600 votes on an as-converted basis, were present, in person or by proxy. The vote totals herein are presented on an as-converted basis with respect to the Companys Series A Preferred Stock, Series B Preferred Stock, Series C Stock and Series D Preferred Stock, except for the election of the Series A directors, which are elected by only the holders of the Series A Preferred Stock, and except for the approval of the additional share of Series D Preferred Stock, which must also be approved by
the holders of the Series D Preferred Stock. The tables below set forth information regarding the results of the voting at the Annual Meeting.
Proposal 1: Voting tabulations for the election of the following individuals as directors for a one year term were as follows (shares of the Companys common stock and shares of the Companys Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock presented together on an as-converted basis):
Name |
|
Votes For |
|
Votes Withheld |
|
F. Ben Irwin |
|
474,453,914 |
|
13,950 |
|
Thomas F. Leonardis |
|
474,453,914 |
|
11,950 |
|
Kent Misemer |
|
474,453,914 |
|
11,950 |
|
Brian Usher-Jones |
|
470,407,144 |
|
4,060,720 |
|
Voting tabulations for the election of the following individuals as directors for a one year term were as follows (shares of the Companys Series A Preferred Stock only):
Name |
|
Votes For |
|
Votes Withheld |
|
Philip S. Sassower |
|
52,290,156 |
|
0 |
|
Andrea Goren |
|
52,290,156 |
|
0 |
|
Proposal 2: The voting tabulation for the ratification of PMB Helin Donovan as the Companys independent registered public accounting firm for the fiscal year ending March 31, 2011 was as follows (shares of the Companys common stock and shares of the Companys Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock presented together on an as-converted basis):
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker |
|
555,690,847 |
|
8,800 |
|
50,606 |
|
0 |
|
Proposal 3: The voting tabulation for the approval of an amendment to the Companys Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Companys Series D Preferred Stock from 15,000,000 to 20,000,000 was as follows (shares of the Companys common stock and shares of the Companys Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock presented together on an as-converted basis):
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker |
|
464,017,750 |
|
10,442,214 |
|
7,900 |
|
81,282,389 |
|
The voting tabulation for the approval of an amendment to the Companys Amended and Restated Certificate of Incorporation increase the number of authorized shares of the Companys Series D Preferred Stock from 15,000,000 to 20,000,000 was as follows (shares of the Companys Series D Preferred Stock only):
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker |
|
8,168,546 |
|
0 |
|
0 |
|
1,083,358 |
|
Reference is made to the Companys Schedule 14A, dated January 6, 2012, containing the definitive Proxy Statement, which we distributed to the Companys stockholders of record beginning on December 30, 2011.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
|
Description |
10.1 |
|
Fourth Amendment to Accounts Receivable Purchasing Agreement, dated as of February 29, 2012, by and among Xplore America and FWC. |
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.
|
Xplore Technologies Corp. | |
|
|
|
|
By: |
/s/Michael J. Rapisand |
|
Name: |
Michael J. Rapisand |
|
Title: |
Chief Financial Officer |
|
|
|
Dated: March 5, 2012 |
|
|