IMPLANT SCIENCES CORPORATION (NASDAQ:IMSCQ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on October 10, 2016, Implant Sciences
Corporation (the Company), and the Companys subsidiaries,
C Acquisition Corp., Accurel Systems International Corporation
and IMX Acquisition Corp. (collectively with the Company, the
Sellers), entered into an asset purchase agreement (as
amended, the Purchase Agreement) with L-3 Communications
Corporation (Buyer), a wholly-owned subsidiary of L-3
Communications Holdings Inc. to the Purchase Agreement, subject
to the terms and conditions set forth therein, the Sellers agreed
to sell substantially all of their assets, including their
explosives trace detection (ETD) business, to Buyer to a sale
conducted under Section 363 of the Chapter 11 of Title 11 of the
United States Code (the Transaction).
On December 16, 2016, the United States Bankruptcy Court for the
District of Delaware entered an order authorizing the
Transaction, authorizing and approving the Sellers performance
under the Purchase Agreement, approving the assumption and
assignment of certain of the Sellers executory contracts and
unexpired leases related thereto, and granting related relief.
On January 5, 2017, the closing of the Transaction occurred.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The information set forth in Item 1.01 above is incorporated
herein by this reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
In connection with the closing of the Transaction, on January 6,
2017, each of Dr. William J. McGann, Darryl Jones, Roger
Deschenes, Todd Silvestri and Brenda L. Baron resigned from their
positions as executive officers and employees of the Company and
any of its subsidiaries, as applicable, and Dr. William J. McGann
resigned from his position as a member of the board of directors
of each Seller.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
In connection with the closing of the Transaction, on January 5,
2017, the Company filed Articles of Amendment to the Companys
Restated Articles of Organization in the State of Massachusetts
to change the Companys name to Secure Point Technologies, Inc.
Item 7.01 Regulation FD Disclosure
On January 6, 2017, the Company issued a press release announcing
the closing of the Transaction. The press release is attached
hereto as Exhibit 99.1 and is incorporated herein by this
reference.
The press release shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall the press release be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in
any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
Description |
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99.1 |
Press Release of Implant Sciences Corporation, dated |