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SMTP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

August 15, 2014



Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement - SharpSpring, LLC

As previously reported today, on August 12, 2014, SMTP, Inc. ("SMTP") entered into an Asset Purchase Agreement ("Asset Purchase Agreement") with SharpSpring, LLC, a Delaware limited liability company ("SharpSpring") under which SMTP would purchase and assume from SharpSpring, substantially all the assets, and certain specified liabilities, of SharpSpring, and assign the acquired assets and assumed liabilities to SMTP's recently formed wholly owned subsidiary SMTP SharpSpring Sub, Inc. ("SMTP Sub"), which, pursuant to the Asset Purchase Agreement and certain ancillary agreements, will engage in the business of creating, marketing and/or selling software that provides for marketing automation, call tracking, website traffic analytics and/or customer relationship management. The Asset Purchase Agreement closed on August 15, 2014.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 herein is hereby incorporated into this Item 2.01 by reference.

The Asset Purchase Agreement closed on August 15, 2014. Pursuant to the Asset Purchase Agreement, and subject to the terms and conditions contained therein, at the closing, SharpSpring sold to SMTP the purchased assets, and SMTP assumed SharpSpring's assumed liabilities, all as more fully described in the Asset Purchase Agreement. At the closing, $5,000,000 of the purchase price was paid in cash by SMTP to SharpSpring. The remainder of the purchase price is payable as follows: $6,000,000 in cash payable pursuant to the earn-out provision ("Earn-Out Cash Component") described in the Asset Purchase Agreement; plus up to $4,000,000 in SMTP common stock payable pursuant to the earn-out provision ("Earn-Out Stock Component") described in the Asset Purchase Agreement. The Earn-Out Cash Component and Earn-Out Stock Component are secured pursuant to a security agreement executed by SMTP Sub, granting a security interest to SharpSpring in the purchased assets; and a pledge agreement executed by SMTP, granting a security interest to SharpSpring in 100% of the capital stock of SMTP Sub.

SMTP Sub will be managed by the former key employees of SharpSpring and will operate under the name SharpSpring.

A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

1.

The information contained in Item 1.01 herein is hereby incorporated into this Item 2.03 by reference.

2.

The information contained in Item 2.01 herein is hereby incorporated into this Item 2.03 by reference.

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Item 9.01


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Source: Edgar Glimpses


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