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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