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| ESYS > SEC Filings for ESYS > Form 8-K on 19-Mar-2009 | All Recent SEC Filings |
19-Mar-2009
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities,
On March 19, 2009, Elecsys Corporation (the "Company") entered into a Stock Purchase Agreement (the "Agreement") to acquire MBBS, S.A. of Cortaillod, Switzerland ("MBSS") from BSN Systems, Inc. of Irvine California ("BSN"). Under the terms of the Agreement, the Company will acquire all of the capital stock of MBSS from BSN in exchange for 175,000 shares of the Company's common stock. Additional performance related consideration may be earned over the next five years. The acquisition is subject to certain closing conditions and is expected to close by June 16, 2009. A copy of the press release announcing the transaction is furnished under Item 1.01 of this Form 8-K as Exhibit 99.1.
As described above, the Company is obligated pursuant to the terms of the Agreement to issue 175,000 shares of its common stock to BSN in exchange for all of the capital stock of MBSS. The Company believes the transaction is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act") by reason of Section 4(2) of the Act on the grounds that the transaction did not involve a public offering.
(c) EXHIBITS. The following exhibits are filed herewith:
99.1 Press Release dated March 19, 2009.
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