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TRCR > SEC Filings for TRCR > Form 8-K on 23-Dec-2008All Recent SEC Filings

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Form 8-K for TRANSCEND SERVICES INC


23-Dec-2008

Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fina


Item 1.01 Entry into a Material Definitive Agreement;

(a) On December 20, 2008, Transcend Services, Inc ("Transcend") entered into a definitive agreement to purchase certain assets of DeVenture Global Partners, Inc. ("DeVenture"), a medical transcription company based in Canton, Ohio. The transaction is expected to close on or about January 1, 2009.

Transcend will purchase the DeVenture assets to capitalize on the potential for the acquired business to grow and leverage Transcend's fixed overhead costs across a larger revenue base. Under the terms of the asset purchase agreement, Transcend will pay $4,250,000 in cash to acquire substantially all of the net assets of DeVenture, including $3,450,000 payable at closing. None of DeVenture's debt will be assumed. The purchase price will be funded using cash on hand. In addition, Transcend may pay an earn-out based on revenue realized over the first six months of 2009. Transcend currently expects the transaction to have no impact on its internal earnings per share projections in the first quarter of 2009 and to be slightly accretive to those projections for the remainder of 2009.

Transcend expects to allocate the purchase price between goodwill, customer relationships, covenants not to compete, property and equipment and working capital. All goodwill and intangible asset amortization related to the acquisition of the DeVenture assets is expected to be deductible for income tax purposes. Transcend will include the results of DeVenture operations in its financial statements from the close date forward.



Item 7.01. Regulation FD Disclosure

A copy of the press release dated December 22, 2008 announcing the acquisition of DeVenture is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed with this current report on Form 8-K:

Exhibit
  No.        Description
2.0          Asset Purchase Agreement by and among Transcend Services, Inc.,
             DeVenture Global Partners, and Michael DeVille dated December 20,
             2008.
99.1         Press release of Transcend Services, Inc. dated December 22, 2008.


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