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ABTL > SEC Filings for ABTL > Form 8-K on 3-Oct-2013All Recent SEC Filings

Show all filings for AUTOBYTEL INC



Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibi

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 30, 2013 ("Closing Date"), Autobytel Inc., a Delaware corporation ("Autobytel"), and Advanced Mobile, LLC, a Delaware limited liability company, and Advanced Mobile Solutions Worldwide, Inc., a Delaware corporation (collectively, the "Sellers"), entered into an Asset Purchase Agreement ("Asset Purchase Agreement") pursuant to which Autobytel acquired substantially all of the assets of Sellers. Prior to the acquisition, the privately-held Sellers operated under common ownership in Wayne, Pennsylvania, and shared operating staff and other administrative and operational resources. Sellers provide mobile marketing solutions (e.g., mobile applications, mobile portals, mobile websites, text-chat, mobile text marketing, self-service mobile messaging, quick response codes, text messaging, short message service and multimedia message service) for the automotive industry. The acquired assets consisted primarily of customer contracts, technology license rights and rights in domain names and short codes used for SMS texting.
The aggregate purchase price is four million dollars ($4,000,000.00) consisting of the following components: (i) cash in the amount of two million five hundred thousand dollars ($2,500,000.00), as adjusted for a closing working capital adjustment; and (ii) the aggregate amount of quarterly contingent performance payments, if any, paid over a twelve-quarter period commencing January 1, 2014 and ending December 31, 2016 based on the quarterly revenue and gross profit performance of the acquired business against established goals. These contingent performance payments are not to exceed one million five hundred thousand dollars ($1,500,000.00) in the aggregate. Seven hundred fifty thousand dollars ($750,000.00) was held back from the closing cash payment as security to satisfy any post-closing indemnification obligations of the Sellers that may arise, with this holdback to be released, subject to any indemnification claims asserted, one-half on the twelve-month anniversary of the Closing Date and the remainder on the eighteen-month anniversary of the Closing Date.
The Asset Purchase Agreement contains representations, warranties, covenants and conditions that Autobytel believes are customary for a transaction of this size and type, as well as indemnification provisions subject to specified limitations.
The foregoing description is not complete and is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Asset Purchase Agreement dated as of September 30, 2013, by and among Autobytel Inc., a Delaware corporation, Advanced Mobile, LLC, a Delaware limited liability company, and Advanced Mobile Solutions Worldwide, Inc., a Delaware corporation

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