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BDE > SEC Filings for BDE > Form 8-K on 28-Sep-2012All Recent SEC Filings

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Form 8-K for BLACK DIAMOND, INC.


28-Sep-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2012, ADMIN BG Holding GmbH (to be renamed Black Diamond Austria GmbH "BD Austria"), an Austrian corporation and wholly owned subsidiary of Black Diamond, Inc. ("Black Diamond"), entered into a Share Purchase Agreement (the "Agreement") to acquire PIEPS Holding GmbH and its operating subsidiary, PIEPS GmbH (collectively "PIEPS"), an Austrian designer and marketer of avalanche beacons and snow safety products (the "PIEPS Acquisition"), from Seidel Privatstiftung (the "Seller").

Pursuant to the terms of the Agreement, by and among BD Austria and the Seller, BD Austria will acquire PIEPS for €8.0 million or approximately $10.4 million in cash and will also assume approximately €2.1 million or $2.7 million in debt. BD Austria has committed up to an additional estimated €2.3 million or approximately $3.0 million of contingent purchase price upon PIEPS' achievement of certain sales targets between April 1, 2012 and March 31, 2015, which may be paid, at Black Diamond's discretion, either in cash, in shares of Black Diamond common stock or a combination of cash and such shares. Black Diamond has guaranteed the obligations of BD Austria under the Agreement.

The Seller has made customary representations, warranties and covenants in the Agreement, including among others (i) regarding its ownership of PIEPS' shares as well as PIEPS' operations, subsidiaries and financial condition, and (ii) to conduct the PIEPS business in the ordinary course during the period between the execution of the Agreement and the closing of the PIEPS Acquisition.

BD Austria's obligation to consummate the PIEPS Acquisition is subject to customary closing conditions. The Agreement further provides BD Austria with the right, among other rights, not to close the PIEPS Acquisition in the event that there is any (i) Material Adverse Change (as defined in the Agreement) on PIEPS' or its subsidiaries' respective results of operations, assets, liabilities, properties, business or prospects; (ii) breach of the accuracy of the representations and warranties of the Seller; or (iii) condition not satisfied prior to closing.

No assurances can be given that the PIEPS Acquisition will be consummated. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K (the "Report") and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following Exhibit is filed herewith as a part of this Report:

Exhibit Description

10.1    Share Purchase Agreement dated September 24, 2012, by and among ADMIN BG
        Holding GmbH (to be renamed Black Diamond Austria GmbH) and SEIDEL
        Privatstiftung.

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