UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 5)
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 7, 2014
| InterCloud Systems, Inc. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-32037 | 0963722 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
1030 Broad Street Suite 102 Shrewsbury, NJ 07702 |
07702 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: (732) 898-6308 |
| (Former name or former address, if changed since last report.) |
| 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 240.13a-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2014, as amended by Amendment No. 1 thereto filed with the SEC on May 30, 2014, by Amendment No. 2 thereto filed with the SEC on July 31, 2014, by Amendment No. 3 thereto filed with the SEC on August 20, 2014, and by Amendment No. 4 thereto filed with the SEC on September 18, 2014, InterCloud Systems, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), entered into an Interest Purchase Agreement, dated March 19, 2014 (the “Purchase Agreement”), with VaultLogix, LLC, a Delaware limited liability company (“VaultLogix”), Data Protection Services, LLC, a Delaware limited liability company (“DPS”), U.S. Data Security Acquisition, LLC, a Delaware limited liability company (“USDSA”), London Bay – VL Acquisition Company, LLC (“Holding Company”), and Tier 1 Solutions, Inc. (“Tier 1”) (each of Holding Company and Tier 1, a “Seller,” and collectively, the “Sellers”). Pursuant to the Purchase Agreement, we agreed to acquire from Sellers all of the outstanding membership interests of VaultLogix, DPS and USDSA. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
On October 7, 2014, we entered into an amendment to the Purchase Agreement (“Amendment No. 5”), pursuant to which we agreed to extend the final termination date, as defined in Section 9.1(d) of the Purchase Agreement, to October 14, 2014.
The foregoing description of Amendment No. 5 does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of Amendment No. 5, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Interest Purchase Agreement, dated October 7, 2014, among InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC, London Bay – VL Acquisition Company, LLC and Tier 1 Solutions, Inc. |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERCLOUD SYSTEMS, INC. | ||
| Date: October 7, 2014 | By: | /s/ Mark E. Munro |
| Mark E. Munro | ||
| Chief Executive Officer | ||
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment to Interest Purchase Agreement, dated October 7, 2014, among InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC, London Bay – VL Acquisition Company, LLC and Tier 1 Solutions, Inc. |
4
Exhibit 10.1
InterCloud Systems, Inc.
1030 Broad Street
Suite 102
Shrewsbury, NJ 07702
(561) 988-1988
October 7, 2014
Gentlemen:
Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the “Agreement”), made and entered into by and among VAULTLOGIX, LLC, a Delaware limited liability company (“VL”), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company (“DPS”), U.S. DATA SECURITY ACQUISITION, LLC, a Delaware limited liability company (“USDSA”, and together with VL and DPS, the “Company”), LONDON BAY – VL ACQUISITION COMPANY, LLC, a Delaware limited liability company (“Holding Company”), TIER 1 SOLUTIONS, INC. (“Tier 1”, and together with Holding Company, the “Sellers”) and INTERCLOUD SYSTEMS, INC., a Delaware corporation (“Buyer”), as such Agreement was amended on May 30, 2014, July 28, 2014, August 14, 2014 and September 17, 2014 (the “Amendments”). Terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
This letter will confirm our understanding and agreement that the Agreement shall be hereby further amended such that the Final Termination Date, as defined in Section 9.1(d) of the Agreement, shall hereby be extended to October 14, 2014.
Except as amended by the Amendments and further amended by this letter agreement, the Agreement shall otherwise remain in full force and effect and the parties hereby jointly and individually, ratify and reaffirm the terms, covenants, representations, warranties and conditions thereof.
If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this letter agreement, whereupon it will become a binding agreement between the parties to the Agreement in accordance with its terms.
| Very truly yours, | ||
| INTERCLOUD SYSTEMS INC. | ||
| By: | /s/ Mark E. Munro | |
| Name: Mark E. Munro | ||
| Title: Chief Executive Officer | ||
Accepted and Agreed to this
7 th day of October, 2014.
SELLERS:
LONDON BAY – VL ACQUISITION
COMPANY, LLC
| By: | /s/ Matthew T. Carroll | |
| Name: | Matthew T. Carroll | |
| Title: | Authorized Person | |
| TIER 1 SOLUTIONS, INC. | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Authorized Person | |
| COMPANY: | ||
| VAULTLOGIX, LLC | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Secretary | |
| DATA PROTECTION SERVICES, LLC | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Secretary | |
| U.S. DATA SECURITY ACQUISITION, LLC | ||
| By: | /s/ Timothy A. Hannibal | |
| Name: | Timothy A. Hannibal | |
| Title: | Secretary | |
[Signature Page to Extension Letter]