RF INDUSTRIES, LTD. (NASDAQ:RFIL) Files An 8-K Entry into a Material Definitive Agreement

RF INDUSTRIES, LTD. (NASDAQ:RFIL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On October 31, 2018, RF Industries, Ltd. (the “Company”) and RAP Acquisition Inc., a New Jersey corporation (“RAP Acquisition”) entered into a stock purchase agreement (the “SPA”) under which RAP Acquisition agreed to purchase 50% of the issued and outstanding shares of Comnet Telecom Supply, Inc., a New York corporation (“Comnet Telecom”) from the Company (the “Sale”).

Comnet Telecom is a New Jersey-based manufacturer and supplier of telecommunications and data products, including fiber optics cables, cabling technologies, custom patch cord assemblies, data center consoles and other data center equipment. Comnet was one of the three subsidiaries of the Company in the Company’s “Custom Cabling Manufacturing and Assembly” segment. The Company acquired Comnet Telecom in January 2015 from Robert A. Portera, and Comnet Telecom has been a wholly-owned subsidiary of the Company since that time. Mr. Portera served as the President of Comnet Telecom during the period that Comnet Telecom was owned by the Company, and is the founder and principal of RAP Acquisition.

The closing under the SPA occurred on October 31, 2018, concurrently with the execution of the SPA. At the closing, RAP Acquisition paid the Company $4,200,000 in cash, and the Company sold, conveyed, transferred and delivered all of the issued and outstanding shares of Comnet Telecom to RAP Acquisition.

The preceding summary does not purport to be complete and is qualified in its entirety by reference the SPA, a copy of which is filed as Exhibit 10.1, and which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

A summary of the terms of the Sale are set forth in Item 1.01 above, which information is incorporated herein by reference.

On October 31, 2018, the Company issued a press release announcing the closing of the Sale. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits


EX-10.1 2 tv505997_ex10-1.htm EXHIBIT 10.1 STOCK PURCHASE AGREEMENT   This Stock Purchase Agreement (this “Agreement”),…
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RF Industries, Ltd. designs, manufactures and markets interconnect products and systems, including coaxial and specialty cables, and fiber optic cables. The Company’s segments include RF Connector and Cable Assembly, Medical Cabling and Interconnector, and Custom Cabling Manufacturing and Assembly. It operates through five divisions, which include Connector and Cable Assembly Division, which designs, manufactures and distributes coaxial connectors and cable assemblies that are integrated with coaxial connectors; the Bioconnect Division, which manufactures and distributes cabling and interconnect products to the medical monitoring market; Cables Unlimited Division, which operates through Cables Unlimited, Inc., a subsidiary of the Company; Comnet Telecom Supply Division, which operates through Comnet Telecom Supply, Inc., a subsidiary of the Company, and the Rel-Tech Electronics Division, which operates through Rel-Tech Electronics, Inc., a subsidiary of the Company.

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