Amended Current Report Filing (8-k/a)
January 21 2015 - 2:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event report): January 21, 2015 (December 5, 2014)
Speedemissions, Inc.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
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000-49688
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33-0961488
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(Commission File Number)
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(IRS Employer Identification No.)
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1015 Tyrone Road, Suite 710, Tyrone, Georgia
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30290
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(Address of principal executive offices)
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(Zip Code)
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(770) 306-7667
(Registrant’s telephone number, including area code)
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n/a
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(Former name or former address, if changed since last report)
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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
We are filing this Amendment No. 1 (this “Amendment”) to our Current Report on Form 8-K originally filed with the Securities and Exchange Commission on December 11, 2014 (the “Original Filing”) solely for the purpose of including certain additional information relating to the sale of the operating assets comprising the Company’s Utah emission testing centers to DEKRA Automotive North America, Inc. This Amendment No. 1 hereby amends and supplements the Original Filing and, except as set forth herein, the other disclosures made in the Original Filing remain unchanged.
Item 1.01 Entry Into a Material Definitive Agreement.
On December 5, 2014, following the closing of the sale of the operating assets comprising five of the Company’s Utah emission testing centers to DEKRA in exchange for $1,350,000 in cash pursuant to the terms and conditions of the Sale Agreement, the Company and DEKRA entered into an Addendum to Sale Agreement (the “Addendum”) pursuant to which the parties agreed to, among other things, a purchase price of $350,000 for the operating assets comprising the Company’s sixth Utah emission testing center located at 4098 South Redwood Road, West Valley, Utah subject to the satisfaction of all requisite closing conditions as set forth in the Sale Agreement.
The foregoing description of the Addendum does not purport to be complete and is qualified in its entirety by reference to the Addendum which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) EXHIBITS
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Exhibit
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Number
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Description of Document
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10.2
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Addendum to Sale Agreement with DEKRA Automotive North America, Inc., dated December 5, 2014
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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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Dated: January 21, 2015
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Speedemissions, Inc.,
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a Florida corporation
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/s/ Richard A. Parlontieri |
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By: Richard A. Parlontieri
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Its: President, Chief Executive Officer
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Exhibit 10.2
ADDENDUM TO SALE AGREEMENT
STATE OF UTAH
COUNTY OF SALT LAKE
This Addendum to Sale Agreement (the "Agreement") is made and entered into this fifth day of December, 2014 (the "Effective Date"), by and between SpeedEmissions, Inc., a Florida corporation with an address at 1015 Tyrone Rd., Tyrone, Georgia 30290 (hereinafter referred to as "Seller") and DEKRA Automotive North America, Inc.. a Delaware corporation with an address at 3901 Roswell Road, Suite 120, Marietta, Georgia 30062 (hereinafter referred to as "Purchaser").
1. The parties agree that the Sales Agreement between the parties to be entered into on December 5, 2014, regarding the sale of Seller's emission testing business known as Just Emissions in the State of Utah shall be amended as provided herein. Capitalized terms in this Agreement shall have the meaning they have in the Sale Agreement.
2. The parties agree that not all conditions under the Sale Agreement can be met as of the Closing Date as to the location at 4098 S. Redwood Rd., West Valley, Utah. The Purchaser shall therefore withhold a portion of $350,000 from the Purchase Price, and the Purchase Price due at Closing shall be reduced to $1,350,000.
3. The remaining Purchase Price of $350,000 shall become due once all conditions under the Sale Agreement have been met in respect of the location at 4098 S. Redwood Rd., West Valley, Utah. In the event, such conditions have not been met on or before December 31, 2014, Purchaser shall have the option to terminate the transaction in respect of such location.
4. In the event an assignment is not obtained by 12/31/14, the Party's agree to negotiate the operation of said location under a management contract. If agreed upon by both party's the remaining $350,000 shall then become due to the Seller.
5. The provisions of the Bill of Sale and Assignment of Warranties as part of the Sale Agreement (Exhibits B), as they relate to the location at location at 4098 S. Redwood Rd., West Valley, Utah, shall become effective once all pertaining conditions under the Sale Agreement have been met.
6. The Revenue Reconciliation and Store Operations Agreement entered into between the parties as of the Effective Date shall be deemed amended accordingly. Agreed to as of the Effective Date:
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Seller: SpeedEmissions, Inc.
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/s/ Rich Parlontieri |
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By: Rich Parlontieri
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Its: President, Chief Executive Officer
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Purchaser: DEKRA Automotive North America, Inc.
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/s/ Ken W. Meissner |
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By: Ken W. Meissner
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Its: VP Safety and Emissions
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