BLUCORA, INC. (BCOR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement.
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On November 14, 2016, Blucora, Inc. (Blucora or the Company) and
its wholly owned subsidiary, Monoprice Holdings, Inc.
(“Holdings”) entered into a Stock Purchase Agreement (the
Purchase Agreement) with YFC-BonEagle Electric Co., Ltd (the
Purchaser) to which the Purchaser will purchase Blucoras
Monoprice, Inc. (Monoprice) business through the purchase of all
of the outstanding stock of Holdings from Blucora in exchange for
$40,000,000 in cash at closing (the Transaction). The purchase
price is subject to customary adjustments, including a working
capital adjustment at closing.
its wholly owned subsidiary, Monoprice Holdings, Inc.
(“Holdings”) entered into a Stock Purchase Agreement (the
Purchase Agreement) with YFC-BonEagle Electric Co., Ltd (the
Purchaser) to which the Purchaser will purchase Blucoras
Monoprice, Inc. (Monoprice) business through the purchase of all
of the outstanding stock of Holdings from Blucora in exchange for
$40,000,000 in cash at closing (the Transaction). The purchase
price is subject to customary adjustments, including a working
capital adjustment at closing.
The Purchase Agreement contains customary representations and
warranties, covenants and agreements and Blucora has agreed to
indemnify the Purchaser with respect to certain indemnity claims.
warranties, covenants and agreements and Blucora has agreed to
indemnify the Purchaser with respect to certain indemnity claims.
The closing of the Transaction is subject to various customary
conditions, which may be waived by the applicable parties. There
can be no assurance as to when the closing conditions will be
satisfied, if at all. Subject to certain limitations, either
Blucora or the Purchaser may terminate the Purchase Agreement if
the transaction has not been consummated by November 21, 2016.
conditions, which may be waived by the applicable parties. There
can be no assurance as to when the closing conditions will be
satisfied, if at all. Subject to certain limitations, either
Blucora or the Purchaser may terminate the Purchase Agreement if
the transaction has not been consummated by November 21, 2016.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed herewith as Exhibit 2.1 and
is incorporated herein by reference.
in its entirety by reference to the full text of the Purchase
Agreement, a copy of which is filed herewith as Exhibit 2.1 and
is incorporated herein by reference.
The description of the Transaction and the Purchase Agreement is
being provided solely to inform investors and prospective
investors about the Transaction and the terms of the Purchase
Agreement, and is not intended to provide any other factual or
disclosure information about Blucora, Holdings, Monoprice, or the
other parties to the Purchase Agreement. The representations and
warranties contained in the Purchase Agreement have been made by
each party solely for the benefit of the other parties and:
being provided solely to inform investors and prospective
investors about the Transaction and the terms of the Purchase
Agreement, and is not intended to provide any other factual or
disclosure information about Blucora, Holdings, Monoprice, or the
other parties to the Purchase Agreement. The representations and
warranties contained in the Purchase Agreement have been made by
each party solely for the benefit of the other parties and:
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should not in all instances be treated as categorical
statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate; |
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may have been qualified by disclosures that were made in
connection with the negotiation of the Purchase Agreement, which disclosures are not necessarily reflected in the Purchase Agreement; |
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may apply standards of materiality in a way that is
different from what may be viewed as material to you or other investors; and |
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were made only as of the date of the Purchase Agreement or
such other date or dates as may be specified in the Purchase Agreement and are subject to more recent developments; |
Accordingly, the representations and warranties in the Purchase
Agreement may not describe the actual state of affairs as of the
date they were made or at any other time.
Agreement may not describe the actual state of affairs as of the
date they were made or at any other time.
This current report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 that are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
projected.
statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934 that are subject to certain risks and uncertainties that
could cause actual results to differ materially from those
projected.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 14, 2016, the Amended and Restated Employment
Agreement between the Company, Monoprice, Inc. and Bernard Luthi
effective September 10, 2015, as amended by Amendment No. 1 to
such Amended and Restated Employment Agreement made and entered
into on January 22, 2016, was further amended (the Amendment), to
provide that in the event Mr. Luthis employment with the Company
is terminated in connection with the sale of the Companys
Monoprice business, Mr. Luthi would be entitled to receive a
sales bonus of $250,000 subject to the terms and conditions of
his Employment Agreement as amended.
Agreement between the Company, Monoprice, Inc. and Bernard Luthi
effective September 10, 2015, as amended by Amendment No. 1 to
such Amended and Restated Employment Agreement made and entered
into on January 22, 2016, was further amended (the Amendment), to
provide that in the event Mr. Luthis employment with the Company
is terminated in connection with the sale of the Companys
Monoprice business, Mr. Luthi would be entitled to receive a
sales bonus of $250,000 subject to the terms and conditions of
his Employment Agreement as amended.
The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
filed as an Exhibit to this Current Report on Form 8-K and is
incorporated in this Item 5.02 by reference.
entirety by reference to the full text of the Amendment, which is
filed as an Exhibit to this Current Report on Form 8-K and is
incorporated in this Item 5.02 by reference.
Item 8.01 Other Events.
On November 14, 2016, Blucora issued a press release announcing
the entry into the Purchase Agreement to sell Monoprice. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
the entry into the Purchase Agreement to sell Monoprice. A copy
of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are included with this Report:
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Exhibit No.
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Description
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2.1
10.1
99.1
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Purchase Agreement
Amendment No. 2 to Peter Mansour Employment Agreement
Press Release dated November 14, 2016
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About BLUCORA, INC. (BCOR)
