UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2007
Smith Micro Software, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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0-26536
(Commission File Number)
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33-0029027
(IRS Employer
Identification No.) |
51 Columbia, Suite 200
Aliso Viejo, California 92656
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 362-5800
None
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 9, 2007, Smith Micro Software, Inc. (the “Company”), TEL Acquisition Corp.
(“Acquisition Co.”), a wholly-owned subsidiary of the Company, Ecutel Systems, Inc. (“Ecutel”),
John J. McDonnell, Jr. and the Principal Stockholders of Ecutel consummated the merger of Ecutel
with and into Acquisition Co. (the “Merger”) pursuant to the terms of that certain Agreement and
Plan of Merger dated as of January 31, 2007 (the “Merger Agreement”).
In connection with the Merger, all outstanding shares of capital stock of Ecutel were
converted into the right to receive a portion of the merger consideration. The aggregate merger
consideration paid by the Company in connection with the Merger was $8,000,000 in cash, of which
$1,000,000 is being withheld as security for satisfaction of certain indemnification obligations
pursuant to the terms of the Merger Agreement. The consideration for and the other terms and
conditions of the Merger were determined by arms-length negotiations between the Company, Ecutel
and the Principal Stockholders of Ectuel.
The foregoing description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by the Merger Agreement attached as Exhibit 2.1 to the Current Report on
Form 8-K filed by the Company on February 6, 2007.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial information required by this item, if any, with respect to the
Merger, will be filed as soon as practicable, and in any event not later than 71 days after the
date of this Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item, if any, with respect to the Merger,
will be filed as soon as practicable, and in any event not later than 71 days after the date of
this Current Report on Form 8-K.
(d) Exhibits.
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2.1(1)
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Agreement and Plan of Merger, dated January 31, 2007, by and among
Smith Micro Software, Inc., TEL Acquisition Corp., Ecutel Systems,
Inc., John J. McDonnell, Jr. and the Principal Stockholders listed on
the signature page thereto. Certain schedules and exhibits referenced
in the Agreement and Plan of Merger have been omitted in accordance
with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished supplementally to the Securities and
Exchange Commission upon request. |
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Previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 6, 2007 and incorporated herein by
reference. |