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BDE > SEC Filings for BDE > Form 8-K on 6-Jul-2012All Recent SEC Filings

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Form 8-K for BLACK DIAMOND, INC.


6-Jul-2012

Unregistered Sale of Equity Securities


Item 3.02 Unregistered Sales of Equity Securities.

On July 2, 2012, Black Diamond, Inc. (the "Company" or "Black Diamond") acquired POC Sweden AB ("POC"), a Stockholm-based developer and manufacturer of protective gear for action sports athletes pursuant to the terms of the Share Transfer Agreement (the "Agreement") dated as of June 7, 2012, and as amended on July 2, 2012 (the "Amendment," and together with the Agreement, the "POC Agreement"), by and among Black Diamond, Ember Scandinavia AB, a Swedish corporation and a wholly owned subsidiary of Black Diamond, and the shareholders of POC (each a "Seller" and collectively, the "Sellers"). Under the terms of the POC Agreement, Black Diamond paid for a portion of the purchase price through the issuance of 460,065 shares of common stock, par value $0.001 (the "Black Diamond Shares"), to the Sellers. The Black Diamond Shares issued to the Sellers as described above were valued based on the average closing price of such shares on NASDAQ-GS for the ten consecutive trading days ending five trading days prior to the execution of the Agreement. Black Diamond received all of the issued and outstanding shares of capital stock of POC in exchange for cash consideration paid and the Black Diamond Shares issued to the Sellers in accordance with the terms of the POC Agreement. The Black Diamond Shares were issued to the Sellers in reliance on the exemptions from registration provided for under Section 4(2), Regulation D and Regulation S under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations promulgated thereunder. Black Diamond has relied on these exemptions from registration based upon the representations made by the Sellers to Black Diamond in the POC Agreement, including the representations with respect to each Seller's status as either an "accredited investor" or not a "U.S. Person," as such terms are defined in Rule 501(a) and Rule 901(k), respectively, promulgated under the Securities Act, as well as each Seller's investment intent with respect to such shares.

The foregoing description of the POC Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement and the Amendment, which are included as Exhibits 10.1 and 10.2 to the Current Report on Form 8-K, as amended, filed with the Securities and Exchange Commission on June 13, 2012 and July 6, 2012, respectively, and are incorporated herein by reference.

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