Current Report Filing (8-k)
July 14 2017 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act
of 1934
Date of
Report (Date of earliest reported): July 12, 2017
Brekford Traffic Safety,
Inc.
(Exact
name of registrant as specified in charter)
Delaware
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000-52719
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20-4086662
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(Commission File
Number)
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(IRS
Employer Identification No.)
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7020
Dorsey Road
Hanover,
Maryland 21076
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (443) 557-0200
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 (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item
1.01
Entry
into a Material Definitive Agreement
On July
12, 2017, Brekford Traffic Safety, Inc. (formerly known as Brekford
Corp.) a Delaware corporation (the “Company”) entered
into that certain Second Amended and Restated Agreement and Plan of
Merger (the “
Second
Amended and Restated Merger Agreement
”) by and among
KeyStone Solutions, Inc., a Delaware corporation, the Company,
Novume Solutions, Inc., a Delaware corporation, Brekford Merger
Sub, Inc., a Delaware corporation, and KeyStone Merger Sub, LLC, a
Delaware limited liability company, previously existing as KeyStone
Merger Sub, Inc., a Delaware corporation (“
KeyStone Merger Sub
”).
Capitalized terms used herein but not otherwise defined herein have
the meanings set forth in the Second Amended and Restated Agreement
and Plan of Merger.
The
Second Amended and Restated Merger Agreement reflects adjustments
to that certain Agreement and Plan of Merger previously entered
into by such parties on February 10, 2017 (the “
Merger Agreement
”), as
amended.
The
purpose of the current amendment and restatement was primarily to
acknowledge the conversion of KeyStone Merger Sub from a Delaware
corporation to a Delaware limited liability company, to clarify
which closing conditions were waivable and to extend the
Termination Date until August 31, 2017.
The Merger Agreement was previously amended and restated on June 7,
2017. The parties entered into the first Amended and Restated
Agreement and Plan of Merger (the “
First
Amended and Restated Merger Agreement
”) after it was
determined that calculations involved in the exchange of securities
described therein would be simpler if i) KeyStone Preferred Stock
was exchanged for Novume Preferred Stock at a 1:1 exchange ratio
rather than at the same ratio as KeyStone Common Stock was
exchanged for Novume Common Stock, and ii) fractional shares
were cashed out rather than rounded up, as previously
contemplated.
The changes to the Merger Agreement provided for by each of the
First Amended and Restated Merger Agreement and the
Second
Amended and Restated Merger Agreement
left the business
proposition of the Mergers, and the value of the Merger
Consideration, unaffected.
The
foregoing information is a summary of each of the Second Amended
and Restated Merger Agreement and the
First Amended and
Restated Merger Agreement
, is not complete, and is qualified
in its entirety by reference to the full text of each of the Second
Amended and Restated Merger Agreement
and the First Amended
and Restated Merger Agreement
. A copy of the Second Amended
and Restated Merger Agreement is attached as Exhibit 10.1 hereto
and incorporated by reference herein; and a copy of the First
Amended and Restated Merger Agreement is attached as Exhibit 10.2
and incorporated by reference herein.
Readers
should review the Second Amended and Restated Merger Agreement and
the
First
Amended and Restated Merger Agreement
for a complete
understanding of the terms and conditions associated with this
transaction. Additionally, the material terms of the Merger
Agreement were previously disclosed in Amendment No. 1 to a Current
Report on Form 8-K, filed by the Company on February 14, 2017, and
an amendment to the Merger Agreement was disclosed in the Current
Report on Form 8-K filed by the Company on May 10,
2017.
(d)
Exhibits. The following exhibits are filed with this
report:
Exhibit
No.
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Description of Exhibit
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Second
Amended and Restated Agreement and Plan of Merger, dated July 12,
2017
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Amended
and Restated Agreement and Plan of Merger, dated June 7,
2017
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SIGNATURES
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.
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Brekford Traffic Safety,
Inc.
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Date:
July 14, 2017
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By:
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/s/
Rodney
Hillman
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Name:
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Rodney
Hillman
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Title:
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President and Chief
Operating Officer
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