LogMeIn, Inc. (NASDAQ:LOGM) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01. Completion of Acquisition or Disposition of Assets
On July31, 2017, LogMeIn, Inc. (the “Company”), through its wholly-owned subsidiary LogMeIn, Kft. (the “Buyer”), acquired all of the outstanding shares of Nanorep Technologies Ltd. (“Nanorep”), an Israeli company, from the shareholders of Nanorep (the “Transaction”) to a Stock Purchase Agreement (the “SPA”), dated as of July31, 2017, by and among the Company, the Buyer, Nanorep, the shareholders of Nanorep (collectively, the “Shareholders”) and Shareholder Representative Services LLC in its capacity as representative of the Shareholders. As a result of the Transaction, Nanorep became a wholly-owned subsidiary of the Buyer.
to the terms of the SPA, the Buyer acquired all of the outstanding shares of Nanorep from the Shareholders and all other equity securities of Nanorep were cancelled in exchange for an aggregate purchase price of $45.1million, subject to certain adjustments described in the SPA (the “Closing Consideration”).The Buyer funded the Closing Consideration with existing cash on-hand. Additionally, the Company expects to pay up to $5.0million in cash contingency payments to certain continuing employees of Nanorep upon the achievement of certain milestone and retention targets over the two-year period following the closing of the Transaction.
A copy of the SPA is filed herewith as Exhibit2.1. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which is incorporated herein by reference. The representations and warranties contained in the SPA were made only for the purposes of the SPA as of specific dates and were qualified by disclosures between the parties and a contractual standard of materiality that is different from those generally applicable to stockholders, among other limitations. The representations and warranties should not be relied upon as a disclosure of factual information relating to the Company or Nanorep.
Item 2.01 – Other Events
On August1, 2017, the Company issued a press release announcing the Transaction. A copy of the press release is filed as Exhibit99.1 attached hereto and incorporated herein by reference.
Item 2.01. Financial Statements and Exhibits
| (a) | Financial Statements of Business Acquired |
The financial statements required by Item 2.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this current report on Form 8-K must be filed.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by Item 2.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this current report on Form 8-K must be filed.
See Exhibit Index attached hereto.
Table of Contents
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOGMEIN, INC | ||
| Date: August1, 2017 | By: |
/s/ Michael J. Donahue |
|
Michael J. Donahue SVP, General Counsel& Secretary |
Table of Contents
EXHIBIT INDEX
Listed and indexed below are all Exhibits filed as part of this report.
|
ExhibitNo. |
Description |
| 2.1 | Stock Purchase Agreement, dated July31, 2017, by and among the Registrant, LogMeIn Kft., Nanorep Technologies Ltd., the Shareholders set forth on Exhibit A thereto and Shareholder Representative Services LLC in its capacity as representative of the shareholders.* |
| 99.1 | Press Release entitled “LogMeIn Acquires Artificial Intelligence and Chatbot Provider Nanorep; Bolsters Customer Engagement Portfolio,” dated August1, 2017. |
| * | Exhibits and schedules have been omitted to Item601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that the Company may request confidential treatment LogMeIn, Inc. ExhibitEX-2.1 2 d434824dex21.htm EX-2.1 EX-2.1 Table of Contents Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG LOGMEIN KFT.,…To view the full exhibit click hereAbout LogMeIn, Inc. (NASDAQ:LOGM) LogMeIn, Inc. provides a portfolio of cloud-based service offerings, which helps people and businesses to connect to their workplace, colleagues and customers. The Company’s product line includes AppGuru, BoldChat, Cubby, join.me, LastPass, LogMeIn Pro, LogMeIn Central, LogMeIn Rescue, LogMeIn Rescue+Mobile, LogMeIn Backup, LogMeIn for iOS, LogMeIn Hamachi, MeldiumTM, Xively and RemotelyAnywhere. The Company’s services are focused on markets, such as identity and access management, collaboration and the Internet of Things, and are delivered through the cloud as hosted services, commonly called software-as-a-service (SaaS). The Company offers both free and fee based, or premium, services. The Company’s core cloud-based services are categorized into business lines, including Collaboration, Service and Support, Identity and Access Management, and Connected Products. It also offers annual maintenance services that include software upgrades and support services for this application. |
