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| DRAM > SEC Filings for DRAM > Form 8-K on 6-Apr-2009 | All Recent SEC Filings |
6-Apr-2009
Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit
On March 31, 2009, Dataram Corporation acquired certain assets, including accounts receivable, equipment and the leasehold interest in the operating facility, of Micro Memory Bank, Inc. ("MMB"), a privately-held Pennsylvania corporation. The portion of the purchase price payable at closing was $994,453 consisting of a cash payment of $52,346 and the assumption of certain payables and debt totaling $942,107. The source of the purchase price funds was Dataram's cash reserves. Under the terms of the agreement with MMB, the remaining portion of the purchase price is contingent upon the performance of the new Dataram business unit to be operated as a result of the acquisition (the "Unit") and consists of a percentage averaging 65% over the next four years of earnings before interest, taxes, depreciation and amortization ("EBITDA") of the Unit. Dataram has also employed David Sheerr, formerly President of MMB, as general manager of the Unit.
The MMB Unit will continue to design and manufacture memory from its facility in Montgomeryville, Pennsylvania. Its products include memory upgrades for IBM, Sun, HP and Compaq computer systems. It will also continue to market and sell new and refurbished factory original memory upgrades manufactured by IBM, Sun, HP and Compaq as well as factory original modules manufactured by Micron, Hynix, Samsung, Elpida, Nanya and Qimonda, and will continue to purchase excess memory inventory from other parties as well.
(a) Financial statements of business acquired. The information is not required for this transaction pursuant to Rule 8-04(b) of Regulation S-X.
(b) Pro forma financial information.
The information is not required for this transaction pursuant to Rule 8-05 of Regulation S-X.
(c) Exhibits
Exhibit 2 - Asset Purchase Agreement dated March 20, 2009, by and among Dataram Corporation, Micro Memory Bank, Inc. and Mr. David Sheerr. Dataram is requesting confidential treatment for this document under Rule 24b-2.
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