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PMFI > SEC Filings for PMFI > Form 8-K on 15-Mar-2013All Recent SEC Filings

Show all filings for PROBE MANUFACTURING INC | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and Exhi

Item 1.01 Entry into a Material Definitive Agreement

On March 13, 2013, we entered into an Agreement and Plan of Acquisition (the "Acquisition Agreement") with Trident Manufacturing, Inc., a Utah corporation, based in Salt Lake City, Utah ("Trident"), and the shareholders of Trident, whereby we acquired 100% of the issued and outstanding common stock shares of Trident in exchange for 1,600,000 shares of our restricted shares of common stock (the "Acquisition"). Upon completion of the Acquisition, Trident will become a wholly-owned subsidiary of Probe Manufacturing, Inc.

The Acquisition Agreement contains representations and warranties customary for transactions of this type. Trident has agreed to various customary covenants and agreements, including, among others, agreements to conduct its business in the ordinary course during the period between the execution of the Acquisition Agreement and the closing date which is scheduled to be completed by no later than March 20, 2013, not to engage in certain kinds of transactions during this period, and to convene and hold a meeting of Trident's shareholder for the purpose of obtaining the shareholder approval.

Completion of the Acquisition is subject to certain conditions, including, among others: (i) Trident's shareholder holder approval; (ii) the approval by both companies board of directors; (iii) the entry into employment agreements with two of Trident's executives; (iv) the approval from all necessary state and federal regulatory bodies; and (v) entry into a stock exchange/purchase agreement between us and the Trident shareholders. Failure to comply with the closing conditions could result in the termination of the Acquisition Agreement. Completion of the Acquisition is anticipated to occur by March 20, 2013, although in light of the necessary approvals, the occurrence of the closing conditions and entry into the related agreements there can be no assurance the Acquisition will occur within the expected timeframe or at all.

Forward-looking Statements

Statements in this Current Report on Form 8-K and the exhibits furnished or filed herewith that relate to future results and events are forward-looking statements based on our current expectations. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the acquisition agreement; (2) the inability to complete the proposed acquisition due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the proposed acquisition, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) risks related to disruption of our or Trident's management's attention from their respective ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Trident's relationships with its customers, suppliers, operating results and business generally.

Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements represent our views as of the date on which such statements were made. We anticipate that subsequent events and developments will cause its views to change. However, although we may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on April 9, 2012, under the heading "Item 1A-Risk Factors," and in subsequent reports on Forms 10-Q and 8-K filed with the SEC by the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Agreement and Plan of Acquisition between Probe Manufacturing, Inc., Trident Manufacturing, Inc. and the Shareholders of Trident Manufacturing, Inc., dated March 13, 2013.

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