- Amended Current report filing (8-K/A)
06 Noviembre 2009 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2009
OPTICAL CABLE CORPORATION
(Exact name of registrant
as specified in its charter)
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Virginia
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000-27022
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54-1237042
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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5290 Concourse Drive
Roanoke, VA
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24019
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(Address of principal executive offices)
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(Zip Code)
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(540) 265-0690
(Registrants telephone number, including area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE:
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This amended report on Form 8-K/A is being filed to include the press release issued by Optical Cable Corporation on November 5, 2009 as Exhibit 99.1.
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1. Table of Contents
Table of Contents
Item 1.01
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Entry into a Material Definitive Agreement.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Optical Cable Corporation Acquires Applied Optical Systems, Inc.
On
October 31, 2009, Optical Cable Corporation (OCC) acquired Applied Optical Systems, Inc. (AOS), in a series of transactions that resulted in OCC owning 100% of the equity of AOS. First, OCC exercised a warrant issued by
AOS in April 2005, as amended, to acquire 56% of the equity of AOS (on a fully diluted, as converted basis) for an exercise price of $1.5 million. The exercise price was paid by OCC by offsetting certain trade accounts receivable previously owed by
AOS to OCC, and OCC received shares of convertible preferred stock of AOS. Second, OCC acquired an additional 10% of the equity of AOS (on a fully diluted, as converted basis) by purchasing common stock from the shareholders of AOS pursuant to an
existing right, as amended, without additional consideration. And finally, OCC acquired the remaining 34% equity of AOS (on a fully diluted, as converted basis) in the form of common stock purchased from the AOS shareholders pursuant to a Stock
Purchase Agreement. Under the terms of the Stock Purchase Agreement, the shareholders of AOS received (i) $250,000 in cash, (ii) a right to an earnout based on performance relative to a derived EBITDA calculation during the period of
fiscal years 2012 through 2016, and payable on January 31, 2017, in cash or shares of OCC common stock (at OCCs sole option), and (iii) the cancelation of personal guaranties of the shareholders of AOS of pre-acquisition loans made
by OCC to AOS. As of October 31, 2009, AOS continues to owe OCC approximately $5.3 million (unaudited), including principal and interest, pursuant to a pre-acquisition loan originated in April 2005, as subsequently amended, which is secured by all
of the assets of AOS.
Optical Cable Corporations press release on November 5, 2009, regarding its acquisition of AOS is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(c)
Exhibits.
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Exhibit
Number
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Description of Exhibit
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99.1
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Press release issued by Optical Cable Corporation on November 5, 2009
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to the report to be signed on its behalf
by the undersigned hereunto duly authorized.
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OPTICAL CABLE CORPORATION
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By:
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S
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RACY
G.
S
MITH
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Name:
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Tracy G. Smith
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Title:
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Senior Vice President and Chief Financial Officer
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Dated: November 5, 2009
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EXHIBIT INDEX
OPTICAL CABLE CORPORATION
Current report on Form 8-K
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Exhibit
Number
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Description of Exhibit
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99.1
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Press release issued by Optical Cable Corporation on November 5, 2009
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