UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 3)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 14, 2014
InterCloud
Systems, Inc. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
000-32037 |
|
0963722 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1030
Broad Street
Suite
102
Shrewsbury,
NJ |
|
07702 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (973) 630-5460 |
|
(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:
☐ |
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 240.13a-4(c)) |
Item 1.01. |
Entry
into a Material Definitive Agreement. |
As
previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2014,
as amended by Amendment No. 1 thereto filed with the SEC on May 30, 2014, and by Amendment No. 2 thereto filed with the SEC on
July 31, 2014, InterCloud Systems, Inc., a Delaware corporation (the “Company,” “we,” “us”
or “our”), entered into an Interest Purchase Agreement, dated March 19, 2014 (the “Purchase Agreement”),
with VaultLogix, LLC, a Delaware limited liability company (“VaultLogix”), Data Protection Services, LLC, a Delaware
limited liability company (“DPS”), U.S. Data Security Acquisition, LLC, a Delaware limited liability company (“USDSA”),
London Bay – VL Acquisition Company, LLC (“Holding Company”), and Tier 1 Solutions, Inc. (“Tier 1”)
(each of Holding Company and Tier 1, a “Seller,” and collectively, the “Sellers”). Pursuant to the Purchase
Agreement, we agreed to acquire from Sellers all of the outstanding membership interests of VaultLogix, DPS and USDSA. Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
On
August 14, 2014, we entered into an amendment to the Purchase Agreement (“Amendment No. 3”), pursuant to which we
agreed to extend the final termination date, as defined in Section 9.1(d) of the Purchase Agreement, to September 12, 2014.
The
foregoing description of Amendment No. 3 does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of Amendment No. 3, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.
Item 9.01. |
Financial
Statements and Exhibits |
(d)
Exhibits
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Amendment
to Interest Purchase Agreement, dated August 14, 2014, among InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services,
LLC, U.S. Data Security Acquisition, LLC, London Bay – VL Acquisition Company, LLC and Tier 1 Solutions, Inc. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
August 20, 2014 |
INTERCLOUD
SYSTEMS, INC. |
|
|
|
By: |
/s/
Mark E. Munro |
|
|
Name: |
Mark
E. Munro |
|
|
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Amendment
to Interest Purchase Agreement, dated August 14, 2014, among InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services,
LLC, U.S. Data Security Acquisition, LLC, London Bay – VL Acquisition Company, LLC and Tier 1 Solutions, Inc. |
4
Exhibit 10.1
InterCloud
Systems, Inc.
1030 Broad Street
Suite 102
Shrewsbury, NJ 07702
(561) 988-1988
August 14, 2014
Gentlemen:
Reference is made to the INTEREST
PURCHASE AGREEMENT, dated as of March 19, 2014 (the "Agreement"), made and entered into by and among VAULTLOGIX, LLC,
a Delaware limited liability company ("VL"), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company ("DPS"),
U.S. DATA SECURITY ACQUISITION, LLC, a Delaware limited liability company ("USDSA", and together with VL and DPS, the
"Company"), LONDON BAY — VL ACQUISITION COMPANY, LLC, a Delaware limited liability company ("Holding Company"),
TIER 1 SOLUTIONS, INC. ("Tier 1", and together with Holding Company, the "Sellers") and INTERCLOUD SYSTEMS,
INC., a Delaware corporation ("Buyer"), as such Agreement was amended on May 30, 2014 and July 28, 2014 (the "Amendments").
Terms used herein and not otherwise defined shall have the meanings set forth in the Agreement..
This letter will confirm our understanding
and agreement that the Agreement shall be hereby further amended such that the Final Termination Date, as defined in Section 9.1(d)
of the Agreement, shall hereby be extended to September 12, 2014,
Except as amended by the Amendments
and further amended by this letter agreement, the Agreement shall otherwise remain in full force and effect and the parties hereby
jointly and individually, ratify and reaffirm the terms, covenants, representations, warranties and conditions thereof.
If the foregoing is in accordance
with your understanding of our agreement, kindly sign and return this letter agreement, whereupon it will become a binding agreement
between the parties to the Agreement in accordance with its terms.
|
Very
truly yours, |
|
|
|
|
INTERCLOUD
SYSTEMS INC. |
|
|
|
|
By: |
|
|
|
Name:
Mark E. Munro |
|
|
Title:
Chief Executive Officer |
Accepted and Agreed to this
14th day of August,
2014.
SELLERS:
LONDON BAY - VL ACQUISITION
COMPANY, LLC
By: |
/s/ Matthew
T. Carroll |
|
Name: |
Matthew T. Carroll |
|
Title: |
Authorized Person |
|
TIER 1 SOLUTIONS, INC.
By: |
/s/ Timothy
A. Hannibal |
|
Name: |
Timothy A. Hannibal |
|
Title: |
Authorized Person |
|
COMPANY:
VAULTLOGIX, LLC
By: |
/s/ Timothy
A. Hannibal |
|
Name: |
Timothy A. Hannibal |
|
Title: |
Secretary |
|
DATA PROTECTION SERVICES, LLC
By: |
/s/ Timothy
A. Hannibal |
|
Name: |
Timothy A. Hannibal |
|
Title: |
Secretary |
|
U.S. DATA. SECURITY
ACQUISITION, LLC
By: |
/s/ Timothy
A. Hannibal |
|
Name: |
Timothy A. Hannibal |
|
Title: |
Secretary |
|
[Signature Page to Extension
Letter]
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