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EX-99.1 - EXHIBIT 99.1 - EQM Technologies & Energy, Inc. | v331024_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): December 27, 2012
EQM Technologies & Energy, Inc. |
(Exact Name of Registrant as Specified in its Charter) |
Delaware | 000-54750 | 26-3254908 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1800 Carillon Boulevard, Cincinnati, Ohio | 45240 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (513) 825-7500
N/A |
(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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On December 27, 2012, EQM Technologies & Energy, Inc. (the “Company”) acquired all of the capital stock of Vertterre Corp., a New Mexico corporation (“Vertterre”). Vertterre, based in Albuquerque, NM, with additional locations in Louisville, TX and Bloomfield, NM, is a mechanical and electrical engineering services firm providing energy efficient solutions for both new and existing government and commercial facilities.
The acquisition was made pursuant to a Stock Purchase Agreement, dated as of December 27, 2012 (the “Agreement”), by and between the Company and Vertterre’s sole shareholder and former President, Daniel Sandoval (“Sandoval”). The purchase price under the Agreement was approximately $1.5 million, consisting of $822,300 in cash, 1.0 million shares of the Company’s common stock, par value $0.001 per share, valued at $0.40 per share, or $400,000 in total (the “Sandoval Shares”), and an unsecured subordinated promissory note of EQM in the principal amount of $250,000, accruing interest at 5% per annum and due and payable on December 27, 2015 (the “Sandoval Note”), subject to a post-closing adjustment for working capital. Sandoval may receive the following additional consideration under the Agreement (the “Earnouts”): (i) 50% of the net gain realized by the Company upon the sale of certain landfill gas assets of Vertterre (“Gas Assets”); and (ii) 50% of the net profits realized by the Company from the operation of the Gas Assets during the first 60 months following the first anniversary of commencement of production. The Sandoval Shares, amounts due to Sandoval under the Sandoval Note and the Earnouts may be offset by any amounts owed by Sandoval to the Company under Sandoval’s indemnification obligations under the Agreement. Further, Sandoval is not permitted to sell or trade the Sandoval Shares for a period of 18 months after their issuance and Sandoval has agreed that he will not compete with or solicit the employees, customers or suppliers of the Company for a period of 36 months from the date of the transaction.
In connection with the Company’s acquisition of Vertterre, on December 27, 2012, Sandoval entered into an employment agreement with a wholly-owned subsidiary of the Company, pursuant to which he will serve as a Vice President of the Company and will continue to operate and grow Vertterre.
On December 27, 2012, the Company issued a press release announcing its purchase of Vertterre. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release, dated December 27, 2012 |
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.
Date: December 28, 2012 | EQM Technologies & Energy, Inc. | |
By: | /s/ Robert R. Galvin | |
Robert R. Galvin | ||
Chief Financial Officer, Secretary and Treasurer |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release, dated December 27, 2012 |