CLEARFIELD, INC. (NASDAQ:CLFD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 20, 2018, Clearfield, Inc. (the “Company”) and Calix, Inc. (“Seller”) entered into and simultaneously closed the transactions contemplated by that certain Asset Purchase Agreement attached hereto as Exhibit 2.1 (the “Purchase Agreement”). On February 21, 2018, the Company issued a press release attached hereto as Exhibit 99.1 announcing the Purchase Agreement transactions.
to the Purchase Agreement, the Company purchased from Seller assets relating to a portfolio of outdoor powered cabinet products. The purchased assets include certain identified contracts, technology and intellectual property rights, inventory, tangible personal property, warranties, representations and guarantees from suppliers, distributors, manufacturers and contractors relating to products sold to Seller, claims relating to the purchased assets or assumed liabilities, marketing materials and product documentation.
As consideration for the purchased assets, the Company paid the Seller $10,350,000 in cash and assumed certain liabilities of Seller, including obligations and liabilities arising from the purchased assets after the closing, liabilities under the identified contracts assigned to the Company, certain warranty obligations of Seller, and certain purchase commitments relating to the products. The purchase price was paid from the Company’s cash on hand.
In connection with the Purchase Agreement, the Company and the Seller also entered into various ancillary agreements, including an agent channel agreement by which the Seller has become a reseller of the outdoor powered cabinet products purchased by the Company on a nonexclusive basis for an initial term of eighteen months, subject to earlier termination.
The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Purchase Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Clearfield, Inc. ExhibitEX-2.1 2 exh_21.htm EXHIBIT 2.1 EXECUTION COPY EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN CALIX,…To view the full exhibit click here
About CLEARFIELD, INC. (NASDAQ:CLFD)
Clearfield, Inc. manufactures, markets and sells fiber management and enclosure platform that consolidates, distributes and protects fiber as it moves from the inside plant to the outside plant and all the way to the home, business and cell site. The Company’s products include Clearview Cassette, which is the building block of its product platform; Connectivity and Optical Components; FieldSmart, which is a series of panels, cabinets, wall boxes and other enclosures that house the Clearview components; FieldShield, which is a fiber delivery method for broadband deployment; CraftSmart, which is a line of optical protection field enclosures, and Cable Assemblies. Its products are sold across broadband service providers, including traditional telephone companies, competitive local exchange carriers, multiple service operators (cable television), wireless service providers, and municipal-owned utilities that utilize fiber in their service offerings to businesses and consumers.