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SMXI > SEC Filings for SMXI > Form 8-K on 8-Jan-2014All Recent SEC Filings

Show all filings for SEBRING SOFTWARE, INC.

Form 8-K for SEBRING SOFTWARE, INC.


8-Jan-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or D


Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2013, the Company's subsidiary, Sebring Dental of Arizona, LLC (the "Buyer"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with North Scottsdale Family Dentistry, PLLC, Dr. Steven H. Poulos, and Dr. Sid S. Stevens (collectively the "Sellers"). Under the terms of the Asset Purchase Agreement, the Sellers agree to sell and the Buyer agrees to purchase all of the assets of the Sellers' dental practice, including, but not limited to all clinical, lab and office equipment, all office furniture furnishings and fixtures, all clinical supplies and instruments, paper goods and the office supplies, all records, x-rays, charts, photographs, slides, recall lists and lab models, financial and credit records of all of the patients for all providers of patient treatment, and all tangible and intangible goodwill (the "Assets"). The aggregate purchase price for the Assets is Two Million Twenty-Five Thousand Dollars ($2,025,000) (the "Aggregate Purchase Price"). Of the Aggregate Purchase Price, Six Hundred and Seventy-Five Thousand Dollars ($675,000) will be paid in cash, and One Million Three Hundred and Fifty Thousand Dollar ($1,350,000) of the Aggregate Purchase Price will be paid by a convertible promissory note.



Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 31, 2013, the Company's subsidiary, Sebring Dental of Arizona, LLC, closed the Asset Purchase Agreement described in Item 1.01 above.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

On December 31, 2013, the Company became obligated on direct financial obligations as described in Item 1.01 above.



Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of the business acquired.

The financial statements required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

(b) Pro Forma financial information.

The pro forma financial information required by this Item 9.01 will be filed by an amendment to this Form 8-K within 71 calendar days after the filing date of this Form 8-K.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

       Number     Description

       2.1        Asset Purchase Agreement (the "Asset Purchase Agreement") dated
                  December 31, 2013.

       10.1       Promissory Note between Sebring Dental of Arizona, LLC, Sebring
                  Software, Inc., and North Scottsdale Family Dentistry, PLLC, in
                  the amount of One Million Three Hundred Thousand Dollars
                  ($1,300,000), dated December 31, 2013.

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