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| SLRY > SEC Filings for SLRY > Form 8-K on 27-Aug-2008 | All Recent SEC Filings |
27-Aug-2008
Completion of Acquisition or Disposition of Assets, Financial Statements and Ex
On August 21, 2008, Salary.com, Inc. ("Salary.com") entered into a Share Purchase Agreement ("Purchase Agreement") by and among Nicholas Revell, Ashley Wheaton and John Cooke (the "Principals"); The Oxford Gateway Fund No. 2 (the "Fund") acting by its manager Oxford Capital Partners Limited ("OCP" and together with the Fund, "Oxford"); and Andrew Andrews, Jennings of Garsington Limited, Benjamin Hedges, Christine Rossiter, Duncan Smart, Donald Taylor (collectively, the "Additional Shareholders"), pursuant to which Salary.com acquired all of the outstanding share capital of InfoBasis Limited (the "Acquisition"). InfoBasis Limited is a leading competency-based, learning and development software company located in the United Kingdom. Under the terms of the Purchase Agreement, Salary.com repaid approximately USD $710,000 of InfoBasis Limited's debt prior to closing, and at closing Salary.com paid the sellers an aggregate of £1,994,991 in cash (approximately USD $3,700,000) and placed USD $672,800 into escrow, with a portion of the escrowed funds to be released after 6 months following the closing and the remainder to be released after 12 months following the closing. The escrowed funds will be available to compensate Salary.com for losses it may incur as a result of breaches of the representations or warranties of the sellers contained in the Purchase Agreement, and certain liabilities arising out of the ownership or operation of InfoBasis prior to the closing of the Acquisition. In addition, Nicholas Revell, Ashley Wheaton and the Additional Shareholders (except for Jennings of Garsington Limited) are eligible to earn additional consideration of up to USD $1,000,000 in the aggregate, to be paid either in cash or shares of Salary.com common stock, at Salary.com's discretion, based on meeting certain performance targets during the first five years after the closing of the Acquisition. The cash paid for the Acquisition was funded from Salary.com's working capital.
The foregoing description of the Acquisition and the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
On August 26, 2008, Salary.com issued a press release announcing the Acquisition. A copy of the press release is furnished herewith as Exhibit 99.1.
(d) Exhibits
2.1 Share Purchase Agreement dated August 21, 2008 by and among Salary.com, Inc., the Principals, Oxford, and the Additional Shareholders.
99.1 Press release issued August 26, 2008.
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