Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2009, QuaTech, Inc., an Ohio corporation ("QuaTech") and a
wholly owned subsidiary of DPAC Technologies Corp., a California corporation
("DPAC" or the "Company"), entered into an Asset Purchase Agreement (the
"Agreement") with Socket Mobile, Inc. ("Socket") and Development Capital
Ventures, L.P. ("DCV"), a majority shareholder of the Company. Pursuant to the
Agreement, QuaTech agreed to purchase all assets of Socket which pertain to
Socket's serial card business (the "Business"), including but not limited to
(i) the tangible personal property and assets of Socket related to the Business
(the "Assets"); (ii) Socket's right, title and interest in, to and under any
contract, purchase order, license or other agreement to the ownership,
manufacture and distribution of the Assets; (iii) certain rights to, interests
in and agreements relating to the intellectual property and proprietary rights
related to or useful in connection with the Business and Assets and (iv) all of
Socket's customer lists and other records, files, data, reports, lists, ledgers,
market studies, books and records used in or relating to the Business as
currently conducted or as currently proposed to be conducted (collectively, the
"Acquired Assets"). Under the Agreement, QuaTech agreed to purchase the Acquired
Assets from Socket for a price of $500,000; $450,000 was payable on closing and
$50,000 will be payable upon the attainment by QuaTech of $250,000 in quarterly
sales revenue from the sale of SocketSerial products in any quarter through and
including the quarter ending December 31, 2010. DCV agreed to serve as an
intermediary in said transaction, to fund the purchase of and take initial
ownership of the Acquired Assets, and, upon completion of the transaction, to
immediately transfer the Acquired Assets to QuaTech in consideration for the
issuance of certain shares of preferred stock of the Company described in this
report.
The Agreement also set forth standard representations and warranties and
covenants of the parties and mutual identification with respect to breaches
thereof. Socket also agreed under the Agreement that for a period of three years
it will not (a) invest in, own, manage, operate, finance, control, advise,
render services to or guarantee the obligations of any other party engaged in
the Business, (b) directly or indirectly contact any customer of the Business or
any customer of QuaTech for the purpose of soliciting such customer to purchase,
lease or license a product or service that would be in competition with those
products or services made, rendered, offered or under development by Quatech, or
(c) directly or indirectly interfere with or attempt to disrupt the
relationship, contractual or otherwise, between Quatech and any of its employees
or solicit an employee of Quatech to terminate employment with Quatech and
become self-employed or employed with others in the same or similar business.
Additionally, and in connection with the Agreement described above, Socket and
QuaTech entered into a Supply and Licensing Agreement, effective as of
September 30, 2009, (the "Supply Agreement") regarding Socket's design,
manufacture and sale of HIS3 computer chips (the "Chips"), which are not
included in the Acquired Assets, but which are a component used in the
manufacturing of certain of the Assets, and regarding Socket's Cordless Serial
Adapter. Pursuant to the Supply Agreement, Socket has agreed to continue to
manufacture and sell the Chips to QuaTech and to license the Cordless Serial
Adapter to QuaTech, such that QuaTech will be able to use Socket's Bluetooth
software with the Cordless Serial Adapter Product.
The foregoing descriptions of the Agreement and the Supply Agreement are
qualified in their entirety by reference to the full text of such agreements,
which re attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by
reference.
Finally, and also in connection with the Agreement described herein, DCV, the
Company and QuaTech entered into a letter agreement, dated September 30, 2009
(the "Letter Agreement"), whereby, to facilitate the acquisition of the Acquired
Assets, DCV agreed to purchase the Acquired Assets from Socket, and to transfer
the Acquired Assets to QuaTech, in exchange for 8,750 shares of DPAC's Series A
Convertible Preferred Stock (the "Preferred Stock"). DCV, the Company and
QuaTech agreed that the shares of Preferred Stock would be exchanged for a
senior subordinated secured note and related Preferred Stock purchase warrant
under terms and conditions agreed to between the parties, to occur upon the
earlier of December 31, 2009 or the date upon which all necessary consents to
such exchange have been obtained.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the Agreement discussed above and DCV's role as intermediary
with respect to the transaction set forth therein, and as set forth in the
Letter Agreement, on September 30, 2009, DPAC issued to DCV 8,750 shares of
DPAC's Series A Preferred Stock, upon assignment of the Acquired Assets by DCV
to QuaTech.
The unregistered issuance was exempt from registration under the Securities Act
of 1933 under Section 4(2) thereof as a private placement to an accredited
investor (as defined in Regulation D).
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.01 Asset Purchase Agreement By and Among Socket Mobile, Inc.,
Development Capital Ventures, L.P. and QuaTech Inc., made as
of the close of business on September 30, 2009.
Exhibit 10.02 Supply and Licensing Agreement between QuaTech, Inc. and
Socket Mobile, Inc., effective as of September 30, 2009.
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