Asure Software, Inc. (NASDAQ:ASUR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
The information set forth in Item 2.01 is incorporated herein by
reference in its entirety.
Item 2.01 Completion of Acquisition or Disposition of Assets
Stock Purchase Agreement
On January 3, 2017, we closed on the acquisition of all of the
outstanding shares of common stock (the Shares) of Personnel
Management Systems, Inc., a Washington corporation (PMSI), to a
Stock Purchase Agreement, dated as of January 1, 2017 (the Stock
Purchase Agreement), among us, PMSI, the sellers identified
therein, and the stockholders representative named therein. The
aggregate consideration for the Shares consisted of (i)
$3,875,000 in cash and (ii) a subordinated promissory note (the
PMSI Note) in the principal amount of $1,125,000, subject to
adjustment as provided in the Stock Purchase Agreement. We funded
the cash payment with proceeds from our recent public stock
offering. The PMSI Note bears interest at an annual rate of 2.0%
and matures on April 30, 2018. The entire unpaid principal and
all accrued interest under the PMSI Note is payable at maturity.
The Stock Purchase Agreement contains certain customary
representations, warranties, indemnities and covenants.
The foregoing description of the Stock Purchase Agreement and
PMSI Note does not purport to be complete and is qualified in its
entirety by reference to the full text of the Stock Purchase
Agreement and PMSI Note, copies of which are filed as Exhibits
2.1 and 99.1 hereto and are incorporated herein by reference in
their entirety.
Asset Purchase Agreement – CPI
On January 3, 2017, we closed on the acquisition of substantially
all the assets of Corporate Payroll, Inc., an Ohio corporation
(CPI), relating to its payroll service bureau business, to an
Asset Purchase Agreement dated as of January 1, 2017 (the CPI
Asset Purchase Agreement). The aggregate consideration for the
assets consisted of (i) $1,500,000 in cash, (ii) a subordinated
promissory note (the CPI Note) in the principal amount of
$500,000 and (iii) 112,166 shares of our common stock valued at
$1,000,000, subject to adjustment as provided in the CPI Asset
Purchase Agreement. We funded the cash payment with proceeds from
our recent public stock offering. The CPI Note bears no interest
and matures on April 30, 2018. The entire unpaid principal under
the CPI Note is payable at maturity. The recipient of the shares
of our common stock entered into a six month lock-up agreement
with us. The CPI Asset Purchase Agreement contains certain
customary representations, warranties, indemnities and covenants.
The foregoing description of the CPI Asset Purchase Agreement and
CPI Note does not purport to be complete and is qualified in its
entirety by reference to the full text of the CPI Asset Purchase
Agreement and CPI Note, copies of which are filed as Exhibits 2.2
and 99.2 hereto and are incorporated herein by reference in their
entirety.
Asset Purchase Agreement – PSNW
On January 3, 2017, we closed on the acquisition of substantially
all the assets of Payroll Specialties NW, Inc, an Oregon
corporation (PSNW), to an Asset Purchase Agreement dated as of
January 1, 2017 (the PSNW Asset Purchase Agreement). The
aggregate consideration for the assets consisted of (i)
$3,010,000 in cash and (ii) a subordinated promissory note (the
PSNW Note) in the principal amount of $600,000, subject to
adjustment as provided in the PSNW Asset Purchase Agreement. We
funded the cash payment with proceeds from our recent public
stock offering. The PSNW Note bears interest at an annual rate of
2.0% and matures on April 30, 2018. The entire unpaid principal
and all accrued interest under the PSNW Note is payable at
maturity. The PSNW Asset Purchase Agreement contains certain
customary representations, warranties, indemnities and covenants.
The foregoing description of the PSNW Asset Purchase Agreement
and PSNW Note does not purport to be complete and is qualified in
its entirety by reference to the full text of the PSNW Asset
Purchase Agreement and PSNW Note, copies of which are filed as
Exhibits 2.3 and 99.3 hereto and are incorporated herein by
reference in their entirety.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Asset Purchase Agreement CPI in
Item 2.01 is incorporated herein by reference in its entirety.
The issuance and sale of the shares of our common stock in
connection with the CPI asset acquisition are exempt from the
registration requirements of the Securities Act of 1933 to
Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder.
Item 7.01. Regulation FD Disclosure.
On January 3, 2017, we issued a press release announcing the
three acquisitions and certain proforma financial guidance for
2017 in light of these acquisitions as well as separate press
releases announcing each acquisition. Copies of these press
releases are furnished (not filed) as Exhibits 99.4, 99.5, 99.6
and 99.7, hereto, respectively, and incorporated herein by
reference in their entirety.
Cautionary Statement Regarding Forward-Looking Statements
This Report contains forwardlooking statements that involve risks
and uncertainties. These statements relate to future periods,
future events or our future operating or financial performance.
All statements other than statements of historical fact,
including statements identified by words such as may, will,
could, expect, anticipate, continue, plan, intend, estimate,
project, believe and similar expressions or variations, are
forwardlooking statements. Forwardlooking statements include but
are not limited to statements regarding our strategy, future
operations, financial condition, results of operations, projected
costs, and plans and objectives of management. Actual results may
differ materially from those contemplated by the forwardlooking
statements due to, among others, the risks and uncertainties
described in our reports and filings with the Securities and
Exchange Commission. We undertake no obligation to update any
forwardlooking statement or statements to reflect events or
circumstances that occur after the date on which the statement is
made or to reflect the occurrence of unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements required with respect to the stock and
asset acquisitions described in Item 2.01 herein will be filed by
amendment to this Current Report on Form 8-K within 71 calendar
days from the date that this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information
All pro forma financial information required with respect to the
stock and asset acquisitions described in Item 2.01 herein will
be filed by amendment to this Current Report on Form 8-K within
71 calendar days from the date that this Current Report on Form
8-K is required to be filed.
(d) Exhibits
|
Exhibit No.
|
Description |
|
2.1 |
Stock Purchase Agreement dated as of January 1, 2017 among Asure Software, Inc., Personnel Management Systems, Inc., the sellers identified therein, and the stockholders representative named therein. |
|
2.2 |
Asset Purchase Agreement dated as of January 1, 2017 between Asure Software, Inc., Corporate Payroll, Inc., CPI-HR Holdings, Inc. and James D. Hopkins. |
|
2.3 |
Asset Purchase Agreement dated as of January 1, 2017 between Asure Software, Inc., Payroll Specialties NW, Inc. and Shawn Gregg. |
|
99.1 |
Subordinated Promissory Note dated January 1, 2017 in favor of Jack Goldberg, as stockholders representative. |
|
99.2 |
Subordinated Promissory Note dated January 1, 2017 in favor of Corporate Payroll, Inc. |
|
99.3 |
Subordinated Promissory Note in favor of Payroll Specialties NW, Inc. |
|
99.4 |
Press release dated January 3, 2017 relating to three acquisitions. |
|
99.5 |
Press Release dated January 3, 2017 relating to acquisition of Personnel Management Systems, Inc. |
|
99.6 |
Press Release dated January 3, 2017 relating to asset acquisition of Corporate Payroll, Inc. |
|
99.7 |
Press Release dated January 3, 2017 relating to asset acquisition of Payroll Specialties NW, Inc. |
About Asure Software, Inc. (NASDAQ:ASUR)
Asure Software, Inc. is a global provider of cloud-based software-as-a-service (SaaS) solutions that help companies to bring people, time, space and assets together. The Company serves approximately 6,000 clients in over 80 countries. The Company offers a range of solutions to help its clients optimize and manage mobile workforces and global workspaces. Its SaaS-based offerings include asset management, mobile room scheduling, mobile time tracking, scheduling software, space utilization solutions, tablet-based time clocks, time clocks, touch panels for room scheduling and workplace business intelligence (BI) analytics. It offers approximately two product lines, including AsureSpace and AsureForce. Its AsureSpace provides workplace management solutions that enable organizations to manage their office environments and manage real estate utilization. Its AsureForce time and labor management solutions help organizations to manage labor and labor administration costs and activities. Asure Software, Inc. (NASDAQ:ASUR) Recent Trading Information
Asure Software, Inc. (NASDAQ:ASUR) closed its last trading session up +0.17 at 9.21 with 114,699 shares trading hands.
