Come on they filed this 8k on dicon. Are you trying to just post wrong info on purpose? From July 15 09 8k ab out acquiring Dicon 100% of Dicon.
Item 2.01
Completion or Acquisition or Disposition of Assets
On July 9, 2009 (the “Closing Date”), we consummated the acquisition (the “Acquisition”) of Dicon Technologies, LLC (“Dicon”), pursuant to that certain Membership Interest Purchase Agreement (the “Agreement”) dated as of July 9, 2009, which we entered into with Dicon and the equity owners of Dicon as sellers (the “Dicon Equityholders”). Pursuant to the Agreement, we acquired 100% of the membership interests in Dicon, for a purchase price of $2,350,000. In addition, we paid off Dicon’s loan with Wachovia Bank, of approximately $2.2 million , and agreed to provide Dicon with (i) up to an additional $250,000 for Dicon’s purchase of manufacturing equipment for a second production line dedicated to the manufacturing of our products, as well as (ii) an inter-company credit line of $270,000 for Dicon’s general working capital needs. The only liabilities assumed pursuant to the Agreement are those that are incurred by Dicon in the ordinary course of business.
As a result of the closing of the Acquisition, Dicon became our wholly owned subsidiary.
The Agreement contains standard representations and warranties, and indemnification provisions, for a transaction of this type. In addition, the Dicon Equityholders (other than Wayne Celia, who is subject to the provisions of his Employment Agreement discussed below) agreed to certain confidentiality and non-disclosure provisions, as well as customary non-competition and non-interference for a period of five years from the Closing Date.
In connection with the Acquisition, Dicon entered into employment agreements with certain key employees, and we entered into an employment agreement with Wayne Celia (the “Employment Agreement”), pursuant to which Mr. Celia will serve as President and CEO of Dicon for a term commencing on July 1, 2009 and ending on December 31, 2011. Mr. Celia will report to our CEO, Michael Metter, and our CFO and COO, Steven Moskowitz. Pursuant to the Employment Agreement, Mr. Celia will be paid an annual salary of $265,000 for 2009, $274,275 for 2010 and $283,875 for 2011. In addition, he is entitled to certain incentive compensation payments that are linked to Dicon’s achievement of certain projections relating to base year sales and base year earnings before interest, depreciation and amortization.
AI
