SPECIAL DIVERSIFIED OPPORTUNITIES INC. (OTCMKTS:SDOI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On November 23, 2016, Special Diversified Opportunities Inc. (the
Company) and Interboro LLC (Seller) entered into a Stock Purchase
Agreement (the Stock Purchase Agreement). to the Stock Purchase
Agreement, the Companys wholly owned subsidiary, Pillar General
Inc. (Buyer), will acquire all of the outstanding capital stock
of Interboro Holdings, Inc. (Holdings) for a purchase price
payable in cash of $2,500,000, subject to adjustment as provided
in the Stock Purchase Agreement. Under the name Maidstone
Insurance Company, Holdings offers personal automobile insurance,
primarily in the State of New York.
Each of the Company and Seller made customary representations,
warranties and covenants in the Stock Purchase Agreement.
Customary covenants govern the time between the date of the
Agreement and the closing regarding conduct of the business of
Holdings, access to information pertaining to the business of
Holdings, the obtaining of applicable insurance regulatory
approvals and notification of certain events. Seller has also
agreed to a non-competition and non-solicitation of employees
covenant for a period of three years following the closing of the
transaction, subject to certain limitations. Consummation of the
transactions contemplated by the Stock Purchase Agreement (the
Transaction) is expected to occur in the first or second quarter
of 2017, subject to receipt of regulatory approvals. The
Agreement provides for customary termination and indemnification
rights for the Company and Seller.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes 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. All statements, other than statements of historical facts,
are forward-looking statements. These forward looking statements
address, among other things activities, events or developments
that the Company expects, believes or anticipates will or may
occur in the future, including the Companys statements relating
to the anticipated effects of the proposed Transaction. These
forward-looking statements are subject to a number of risks that
could cause actual results to differ materially from those
contained in the forward-looking statements, including the risk
that applicable regulatory approvals and any other required
approvals in connection with the Transaction may not be obtained
on the proposed terms or at the times anticipated or that the
Transaction may not be consummated for other reasons, as well as
the risk factors described Item 1A of the Companys Annual Report
on Form 10-K for the year ended December 31, 2015 filed with the
SEC on March 30, 2016.
Currently unknown or unanticipated risks, or risks that emerge in
the future, could cause actual results to differ materially from
those described in forward-looking statements, and it is not
possible for the Company to predict all such risks, or the extent
to which this may cause actual results to differ from those
contained in any forward-looking statement. Except as required by
law, the Company assumes no obligation to update publicly any
such forward-looking statements, whether as a result of new
information, future events, or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibit is being furnished with this report
| (a) | Financial Statements of Businesses Acquired. |
None.
| (b) | Pro Forma Financial Information. |
None.
| (c) | Shell Company Transactions. |
None.
| (d) | Exhibits. |
| Exhibit Number | Exhibit Title | |
| 2.1# |
Stock Purchase Agreement, dated as of November 23, 2016, between Special Diversified Opportunities Inc. and Interboro LLC |
| # |
Schedules to the agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC. |
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| SPECIAL DIVERSIFIED OPPORTUNITIES INC. | ||
| Date:November 25, 2016 | By: | /s/ Kevin J. Bratton |
| Name:Kevin J. Bratton | ||
| Title:Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number | Exhibit Title | |
| 2.1# |
Stock Purchase Agreement, dated as of November 23, 2016, between Special Diversified Opportunities Inc. and Interboro LLC |
| # | Schedules to the agreement have been omitted |
About SPECIAL DIVERSIFIED OPPORTUNITIES INC. (OTCMKTS:SDOI)
Special Diversified Opportunities Inc. is a shell company. The Company’s board of directors has been exploring strategic alternatives to maximize shareholder value going forward, including deploying the proceeds of the Asset Sale in business acquisition opportunities, merging with another company, or other actions to redeploy the Company’s capital, including, without limitation, distribution of cash to its shareholders. Prior to the completion of the Asset Sale, the Company was a biotechnology company, which was engaged in developing, commercializing and marketing products, services and solutions that preserve and enhance the human health and wellness. The Company has not generated any revenues. SPECIAL DIVERSIFIED OPPORTUNITIES INC. (OTCMKTS:SDOI) Recent Trading Information
SPECIAL DIVERSIFIED OPPORTUNITIES INC. (OTCMKTS:SDOI) closed its last trading session up +0.014 at 0.985 with 202 shares trading hands.