UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 18, 2022, Wayside Technology UK Holdings Limited (“Buyer”), a private limited company under the laws of England and Wales and a wholly-owned subsidiary of Wayside Technology Group, Inc. (the “Company”), entered into a Share Purchase Agreement by and among Gerard Brophy, Ian Morris, Vanessa Harvey, David Whittam and Louise Bradley, as sellers (collectively, “Seller”), and Buyer (the “SPA”).
Pursuant to the SPA, on August 18, 2022, Buyer, among other things, purchased the entire share capital of Spinnakar Limited, a private limited company under the laws of England and Wales, (the “Spinnakar Acquisition”) from Seller for an aggregate purchase price of £9,750,000 (subject to certain working capital and other adjustments) plus a potential post-closing earn-out.
The SPA contains customary English warranties and covenants and customary indemnification obligations of Seller, subject to certain limitations and insurance caps.
The foregoing is qualified entirely by the complete terms of the SPA, filed herewith as Exhibit 2.1 and incorporated herein by this reference.
Item 2.01 Completion of an Acquisition or Disposition of Assets.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01 Regulation FD Disclosure.
On August 18, 2022, the Company issued a press release announcing the Spinnakar Acquisition. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information provided under this Section 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1* | |
99.1 | Press release of Wayside Technology Group, Inc., dated August 18, 2022. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
SIGNATURE
Pursuant 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.
WAYSIDE TECHNOLOGY GROUP, INC. | |||
Date: August 18, 2022 | By: | /s/ Andrew Clark | |
Name: | Andrew Clark | ||
Title: | Vice President and Chief Financial Officer | ||
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