UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 2, 2006
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HENRY BROS. ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 05-64211 22-3690168
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
280 Midland Avenue
Saddle Brook, New Jersey 07663
(Address of principal executive offices)
(201) 794-6500
(Registrant's telephone number, including area code)
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 2, 2006 (the "Closing"), Henry Bros. Electronics, Inc., a
Virginia corporation ("Buyer"), Henry Bros. Electronics, Inc., a Delaware
corporation ("Parent"), CIS Security Systems Corporation (the "CIS") and James
R. Williams, Jr. ("Seller"), entered into a stock purchase agreement (the "Stock
Purchase Agreement"). Pursuant to the Stock Purchase Agreement, Buyer, a wholly
owned subsidiary of Parent, purchased all of the issued and outstanding stock of
CIS from the Seller. The aggregate purchase price of all of the issued and
outstanding common stock was paid to Seller as follows:
o $850,000 in cash at Closing;
o Parent will issue 20,000 shares of its common stock to Seller within
15 days of the Closing;
o Each of March 31, June 30, September 30 and December 31 in each of the
five calendar years, 2007, 2008, 2009, 2010 and 2011 shall be deemed a
"Cash Determination Date." On each Cash Determination Date where an
average quarterly revenue goal ("Revenue Goal") of $900,000 has been
achieved, Buyer will pay to Seller the amount of $12,500, plus the
total, if any, of prior cash payments that had not been paid to
Seller, due to failure to achieve the Revenue Goal on a prior Cash
Determination Date;
o Each of March 31, June 30, September 30 and December 31 in each of the
four calendar years, 2007, 2008, 2009 and 2010 shall be deemed a
"Share Determination Date." On each Share Determination Date where the
Revenue Goal has been achieved, Parent will issue to Seller five
thousand (5,000) shares of its common stock, plus the total, if any,
of prior share issuances that had not been made to Seller, due to
failure to achieve the Revenue Goal on a prior Share Determination
Date;
o Any cash payments not made pursuant to the terms of the Stock Purchase
Agreement at the final Cash Determination Date, or shares of common
stock of Parent not issued pursuant to the terms of the Stock Purchase
Agreement at the Share Determination Date shall be forfeited by
Seller;
o As soon after the Closing as may be practicable, Buyer shall transfer
to Seller an automobile owned by CIS in exchange for Seller's payment
to Buyer for a nominal fee, as well as Seller's assumption of all
taxes, transfer fees and future registration and insurance costs; and
o As soon after the Closing as may be practicable, Buyer shall, or shall
cause CIS to, repay CIS's existing indebtedness, in accordance with
the terms of the Stock Purchase Agreement.
On October 2, 2006 (the "Closing"), Henry Bros. Electronics, Inc., a New
Jersey corporation ("Purchaser"), Southwest Securityscan, Inc. ("Southwest") and
David J. Mabey ("Mabey") entered into an asset purchase agreement (the "Asset
Purchase Agreement"). Pursuant to the Asset Purchase Agreement, Purchaser, a
wholly owned subsidiary of Henry Bros. Electronics, Inc, a Delaware corporation,
purchased certain assets (the "Acquired Assets") from Mabey relating to
Southwest. The total consideration paid by Purchaser for the Acquired Assets was
$100,000, which, as specified under the terms of the Asset Purchase Agreement,
consisted of payoffs of Southwest's indebtedness under four credit facilities,
as well as cash paid to Southwest at Closing equal to the amount by which the
aggregate total of the payoffs was less than $100,000, offset by a deduction for
the amount of billed but unearned amounts (the "Deferred Revenue") of Southwest.
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Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits
2.1 Stock Purchase Agreement by and among Henry Bros. Electronics, Inc., a
Virginia corporation, Henry Bros. Electronics, Inc., a Delaware corporation, CIS
Security Systems Corporation and James R. Williams, Jr. dated October 3,
2006.(1)
2.2 Asset Purchase Agreement by and among Henry Bros. Electronics, Inc., a
New Jersey corporation, Southwest Securityscan, Inc. and David J. Mabey dated
October 3, 2006.(1)
99.1 Press Release of Henry Bros. Electronics, Inc. dated as of October 3,
2006.
99.2 Press Release of Henry Bros. Electronics, Inc. dated as of October 3,
2006.
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(1) All schedules and attachments to this Exhibit have been omitted in
accordance with Item 601(b) of Regulation S-K. Registrant agrees to furnish
supplementally a copy of all omitted schedules and exhibits to the
Securities and Exchange Commission upon its request.
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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.
Date: October 3, 2006
HENRY BROS. ELECTRONICS, INC.
By: /s/ John Hopkins
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John Hopkins
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Stock Purchase Agreement by and among Henry Bros. Electronics, Inc., a
Virginia corporation, Henry Bros. Electronics, Inc., a Delaware
corporation, CIS Security Systems Corporation and James R. Williams,
Jr. dated October 2, 2006.(1)
2.2 Asset Purchase Agreement by and among Henry Bros. Electronics, Inc., a
New Jersey corporation, Southwest Securityscan, Inc. and David J.
Mabey dated October 2, 2006.(1)
99.1 Press Release of Henry Bros. Electronics, Inc. dated as of October 3,
2006.
99.2 Press Release of Henry Bros. Electronics, Inc. dated as of October 3,
2006.
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(1) All schedules and attachments to this Exhibit have been omitted in
accordance with Item 601(b) of Regulation S-K. Registrant agrees to furnish
supplementally a copy of all omitted schedules and exhibits to the
Securities and Exchange Commission upon its request.
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