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): July 31, 2008
_________________
WIDEPOINT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware |
000-23967 |
52-2040275 |
| (State or Other Jurisdiction of |
(Commission File Number) |
(I.R.S. Employer |
| Incorporation) |
|
Identification No.) |
| One Lincoln Centre, Oakbrook Terrace, Illinois |
60181 |
| (Address of Principal Executive Office) |
(Zip Code) |
Registrant’s
telephone number, including area code: (630) 629-0003
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
240.13e-4(c)) |
Item 1.01 Entry Into a
Material Definitive Agreement
On
July 31, 2008, the Registrant entered into an Asset Purchase Agreement (the “Purchase
Agreement”), by and among the Registrant, Protexx Acquisition Corporation, Protexx
Incorporated (“Protexx”), Peter Letizia, Charles B. Manuel, Jr. and William
Tabor, pursuant to which Protexx Acquisition Corporation, a wholly-owned subsidiary of the
Registrant, purchased certain of the assets of Protexx, a provider of software-based
authentication and encryption solutions to government, military, first responder and
commercial enterprises. Protexx Acquisition Corporation acquired such assets in exchange
for the payment of $1.00 and the assumption of approximately $330,000 of liabilities.
Protexx also may be entitled to receive earnout payments under the Purchase Agreement in
the event that the business conducted with the assets purchased from Protexx exceeds
specified earnings targets in calendar years 2008 and 2009. Half of any earnout payment
earned shall be paid in cash, with the other half to be paid in common stock.
Item 3.02 Unregistered
Sales of Equity Securities
On
July 31, 2008, pursuant to the terms of the Purchase Agreement, the Registrant issued 2.5
million shares of its common stock in the name of Protexx and delivered such shares to the
parties’ escrow agent to be held in escrow pending the possible release of such
shares as part of the potential earnout to which Protexx may be entitled under the
Purchase Agreement. The Shares have not been registered under the Securities Act of 1933,
as amended (the “Securities Act”). The Shares are exempt from the registration
requirements under the Securities Act pursuant to the “private offering”
exemption under Section 4(2) of the Securities Act.
Item 9.01 Financial
Statements and Exhibits
| |
10.1 |
Asset
Purchase Agreement, dated July 31, 2008, by and among the Registrant, Protexx
Acquisition Corporation, Protexx Incorporated, Peter Letizia, Charles
B. Manuel, Jr. and William Tabor |
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.
|
|
| |
WIDEPOINT CORPORATION |
|
/s/ James T. McCubbin |
| Date: August 6, 2008 |
James T. McCubbin |
|
Vice President and Chief Financial Officer |