Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 12, 2012
Commission file number 1-8402
ISC8 INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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33-0280334
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3001 Red Hill Avenue
Costa Mesa, California 92626
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:
(714) 549-8211
Not Applicable
(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))
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Item 8.01.
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Other Events.
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As previously announced, on October 12, 2012, pursuant to the terms of the Foreclosure Sale Agreement between ISC8 Inc. ("ISC8" or the “Company”) and GF AcquisitionCo. 2012, LLC (“GFAC”) dated October 4, 2012 (the “Foreclosure Sale Agreement”), the Company acquired substantially all of the assets of the NetFalcon and Network Content Control System Business (“the Bivio Software Business” or "Bivio Software") of Bivio Networks, Inc. and certain of its subsidiaries (collectively, “Bivio”). The purchase price of those assets (the “Acquisition”) was $600,000 payable in cash to GFAC, and the issuance to GFAC of a warrant to purchase capital stock of the Company. In addition, the Company will assume certain liabilities, including accounts payable, contractual obligations, reclamation obligations and other liabilities related to the Bivio Software Business.
The Company is filing this report in order to make available (i) the audited financial statements of the Bivio Software Business as of January 31, 2011 and 2012 and for the years then ended, (ii) the unaudited financial statements of the Bivio Software Business as of September 30, 2011 and 2012 and for the eight-month periods then ended and (iii) the pro forma financial statements of the Company as of September 30, 2012 and for the twelve months then ended, which give effect to the Acquisition on the basis described therein. The foregoing are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively. As a result of the filing of this Current Report on Form 8-K, the financial statements referred to above will be incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Exhibit Description
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23.1
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Consent of Independent Public Accounting Firm – Squar, Milner, Peterson, Miranda & Williamson, LLP
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99.1
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Audited combined carve-out financial statements and the notes related thereto of Bivio Software Business for the years ended January 31, 2011 and 2012
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99.2
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Unaudited combined carve-out financial statements and the notes related thereto of Bivio Software Business for the eight months ended September 30, 2011 and 2012
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99.3
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Unaudited combined pro forma financial statements and the notes related thereto of ISC8 Inc. as of September 30, 2012 and the fiscal year ended September 30, 2012
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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.
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ISC8 INC.
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By:
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/s/ Bill Joll
Bill Joll
Chief Executive Officer, President and Director
(Principal Executive Officer)
Dated: February 8, 2013
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EXHIBIT INDEX
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Exhibit
Number
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Exhibit Description
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23.1
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Consent of Independent Public Accounting Firm – Squar, Milner, Peterson, Miranda & Williamson, LLP
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99.1
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Audited combined carve-out financial statements and the notes related thereto of Bivio Software Business for the years ended January 31, 2011 and 2012
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99.2
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Unaudited combined carve-out financial statements and the notes related thereto of Bivio Software Business for the eight months ended September 30, 2011 and 2012
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99.3
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Unaudited combined pro forma financial statements and the notes related thereto of ISC8 Inc. as of September 30, 2012 and the fiscal year ended September 30, 2012
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