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ARCW > SEC Filings for ARCW > Form 8-K on 3-Jul-2012All Recent SEC Filings

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Form 8-K for ARC WIRELESS SOLUTIONS INC


3-Jul-2012

Entry into a Material Definitive Agreement, Other Events


Item 1.01: Entry into a Material Definitive Agreement.

Amendment to AFT Acquisition Agreement

On April 6, 2012, ARC Wireless Solutions, Inc. (the "Company") entered into a Purchase Agreement (the "AFT Acquisition Agreement") with Precision Castparts Corp. ("PCC") and AFT Europa KFT ("AFTE," and together with PCC, the "Sellers"). The AFT Acquisition is described in Item 1.01 of the Company's Form 8-K, as filed with the U.S. Securities & Exchange Commission on April 12, 2012, which is incorporated herein by reference thereto (such acquisition is referred to herein as the "AFT Acquisition").

The AFT Acquisition Agreement provided that such agreement may be terminated under certain conditions, including if the closing has not occurred by June 25, 2012 (but this right is not available to any party whose failure to fulfill any obligation under the AFT Acquisition Agreement is the cause for the closing not to have occurred). As of June 25, 2012 the Sellers and the Company entered into the First Amendment to the AFT Acquisition Agreement, pursuant to which they have changed the date by which the AFT Acquisition must be completed from June 25, 2012 to August 6, 2012.

Waiver to QMT Acquisition Agreement

On April 6, 2012, the Company entered into a Membership Interest Purchase Agreement (the "QMT Acquisition Agreement") with Quadrant Management, Inc. ("Quadrant"), Quadrant Metals Technologies, LLC ("QMT"), and certain other sellers. The QMT Acquisition Agreement provides for an acquisition which is described in Item 1.01 of the Company's Form 8-K, as filed with the U.S. Securities & Exchange Commission on April 12, 2012, which is incorporated herein by reference thereto (such acquisition is referred to herein as the "QMT Acquisition").

As of June 25, 2012 the Company and QMT, acting on behalf of Quadrant, QMP Holding Corp., QTS Holding Corporation, John Schoemer, Arlan Clayton, Robert Marten, QMT and Carret P.T., LP., entered into a Waiver to the QMT Acquisition Agreement, pursuant to which parties thereto have delayed the date by which the QMT Acquisition must be completed from June 25, 2012 to August 6, 2012.



Item 8.01: Other Events.

On July 3, 2012, the Company filed Amendment No. 1 to the Preliminary Proxy Statement with the U.S. Securities and Exchange Commission (the "Amended Preliminary Proxy Statement"). The Amended Preliminary Proxy Statement revises the Preliminary Proxy Statement filed on April 13, 2012 responsive to comments from the U.S. Securities & Exchange Commission and contains additional information and financial statements (audited and unaudited).

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