|
Quotes & Info
|
| ACFN > SEC Filings for ACFN > Form 8-K/A on 28-Oct-2008 | All Recent SEC Filings |
28-Oct-2008
Completion of Acquisition or Disposition of Assets, Financial Statements and
On August 13, 2008, the Company entered into and closed an agreement for the acquisition of all of the outstanding capital stock of Coreworx. Coreworx is headquartered in Kitchener, Ontario, Canada, and is engaged in the design and delivery of project collaboration solutions for large capital projects. In consideration for the Coreworx shares, the Company issued 287,500 shares of its Common Stock. Under the share purchase agreement, a portion of these shares will be held in escrow until one year after the closing.
Prior to the purchase of the Coreworx shares, the Company contributed to the capital of Coreworx $2,500,000 in cash and $3,400,000 aggregate principal amount of its 8% one-year promissory notes. The cash and notes were delivered by Coreworx to the holders of Coreworx's debentures in full payment and satisfaction of all principal and accrued interest outstanding on such debentures.
Prior to and in contemplation of the completion of the Acquisition, the Company loaned $1,500,000 to Coreworx.
As a result of the transaction, Coreworx is a wholly-owned subsidiary of the Company and will be presented as the Company's Energy Infrastructure Software segment. In connection with the Acquisition, the Company agreed to implement an option plan for Coreworx employees for up to 20% of the outstanding Coreworx shares. The Coreworx management team will continue in their current positions.
(a) Financial Statements of Business Acquired.
This Form 8-K/A amends the Form 8-K filed on August 15, 2008 reporting the Acquisition by the Company of all of the issued and outstanding capital stock of Coreworx, Inc.
The following financial statements are included in this report:
(i) audited financial statements of Coreworx, Inc. as of December 31, 2007 and the related consolidated statements of operations and deficit, and consolidated statement of cash flows for the year then ended and notes thereto; and
(ii) unaudited financial statements of Coreworx, Inc. as of June 30, 2008 and 2007 and the related consolidated statements of operations and deficit, and consolidated statement of cash flows for the six-month periods then ended and notes thereto.
(b) Pro Forma Financial Information
The unaudited pro forma balance sheet as of June 30, 2008 included in this Report assumes that the Acquisition occurred on June 30, 2008. The unaudited condensed consolidated pro forma statements of operations of the Company for the 12 months ended December 31, 2007 and for the six months ended June 30, 2008 included in this Report assume the Acquisition occurred on January 1, 2007.
The unaudited pro forma condensed consolidated financial statements presented herein are based on the historical financial statements of the Company included with the Company's Annual Report on Form 10-K for the year ended December 31, 2007 and the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2008 as filed with the Securities and Exchange Commission and should be read in conjunction therewith. In the opinion of management, all adjustments have been made that are necessary to present fairly the pro forma data.
Such statements are presented for illustrative purposes only and are not necessarily indicative of the operating results that would have been achieved if the acquisition of Coreworx had occurred on the dates specified, nor are they indicative of the Company's future operating results.
(d) Exhibits
Exhibits Description
4.1 Form of Repayment Note issued to Coreworx debenture holders
Securities Purchase Agreement dated as of August 13, 2008, by and
10.1 among Coreworx Inc., the debenture holders of Coreworx, the
shareholders of Coreworx and Acorn Energy, Inc.
99.1 Financial Statements of Business Acquired
99.2 Pro Forma Financial Information
99.3 Consent of Deloitte & Touche LLP
|
|
|