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WSTL > SEC Filings for WSTL > Form 8-K on 3-Mar-2014All Recent SEC Filings

Show all filings for WESTELL TECHNOLOGIES INC

Form 8-K for WESTELL TECHNOLOGIES INC


3-Mar-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or


Item 1.01. Entry into a Material Definitive Agreement.

On March 1, 2014, Westell, Inc. ("Westell"), a wholly-owned subsidiary of Westell Technologies, Inc., a Delaware corporation, acquired all of the outstanding capital stock of Cellular Specialties, Inc., a New Hampshire corporation ("CSI"), pursuant to the terms of a stock purchase agreement, dated as of March 1, 2014 (the "Stock Purchase Agreement"), by and among Westell, CSI, the shareholders of CSI, Scott T. Goodrich and R. Bruce Wilson, in their capacity as the sellers' representative and each of Scott T. Goodrich, Fred N.S. Goodrich, Kelley Carr, and R. Bruce Wilson.
The aggregate purchase price was $39.0 million, which amount is subject to a working capital adjustment and escrow provisions. The purchase price was funded using available cash.

The Stock Purchase Agreement contains representations and warranties customary for a transaction of this type.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. A copy of the press release issued on March 3, 2014 in connection with the transaction is filed as Exhibit 99.1 hereto and is incorporated herein by reference.



Item 2.01 Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01. The financial statements required pursuant to Item 9.01 are not filed with this report, but will be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number    Description
2.1       Stock Purchase Agreement, dated as of March 1, 2014, by and among
          Westell, Inc., Cellular Specialties, Inc., the shareholders of Cellular
          Specialties, Inc., Scott T. Goodrich and R. Bruce Wilson, in their
          capacity as the sellers' representative and each of Scott T. Goodrich,
          Fred N.S. Goodrich, Kelley Carr, and R. Bruce Wilson.
99.1      Press Release, dated March 3, 2014


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