UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): July 31, 2019
DASAN ZHONE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
000-32743 |
22-3509099 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
7195 Oakport Street
Oakland, California 94621
(Address of Principal Executive Offices, Including Zip Code)
(510) 777-7000
(Registrant’s 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:
☐ 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 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $0.001 par value |
DZSI |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) .
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On July 31, 2019, Dasan Network Solutions, Inc. (“Purchaser”), a California corporation and wholly-owned subsidiary of Dasan Zhone Solutions, Inc., entered into a Share Transfer Agreement (the “Purchase Agreement”) with Handysoft, Inc. (“Seller”), a company incorporated under the laws of Korea.
The Purchase Agreement provides that, upon the terms and subject to the conditions described therein, Purchaser will acquire from Seller all of Seller’s ownership interests in DASAN Network Solutions JAPAN, Inc. (“DNS Japan”), a company organized under the laws of Japan, in exchange for approximately $950,000 in cash (the “Transaction”). The Transaction was effective upon the execution of the Purchase Agreement. Prior to the Transaction, Seller was a minority shareholder of DNS Japan and Purchaser was the majority shareholder of DNS Japan. As a result of the Transaction, Purchaser became the sole shareholder of DNS Japan.
The Purchase Agreement contains certain representations, warranties and covenants of each of the Purchaser and the Seller, including, among other things, representations by Seller as to the ownership and transferability of the shares.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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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DASAN Zhone Solutions, Inc. |
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Dated: August 5, 2019 |
By: |
/s/ Michael Golomb |
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Michael Golomb |
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Chief Financial Officer, Corporate Treasurer and Corporate Secretary |
Exhibit 2.1
Share Transfer Agreement
This Share Transfer Agreement (the “Agreement”), entered into as of July 31, 2019, sets out the terms and conditions upon which HANDYSOFT, Inc. (the “Transferor”), being a Company duly registered under the laws of Republic of Korea having its registered address at Dasan Tower 5th Fl., 49 Daewangpangyo-ro 644-beongil, Bundang-gu, Seongnam, Gyeonggi-do, 13493, will transfer certain shares held by him to DASAN Network Solutions, Inc. (the “Transferee”), being a Company duly registered under the laws of California, U.S.A. and having its registered address at 7195 Oakport Street, Oakland, CA 94621 (together, the “Parties”).
WHEREAS, the Transferor is a registered proprietor of 1,980 shares (the “Shares”) issued by DASAN Network Solutions JAPAN, Inc. (the “Target Company”).
WHEREAS, the Transferor is desirous of transferring the Shares to the Transferee on such terms as are set out throughout this Agreement.
WHEREAS, the Transferee for his part is desirous of acquiring the Shares on such terms as are set out in this Agreement.
Therefore, it is hereby agreed as follows:
1. TRANSFER OF SHARES It is agreed that:
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1.1 |
The Transferor transfers absolutely all title over the Shares to the Transferee in consideration of the amount set out in clause 2. |
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1.2 |
The transfer is absolute and includes all rights and obligations connected to the Shares including but not limited to all rights to dividends, capital and voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and be paid to the Transferee. |
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1.3 |
The transfer is effective on the execution of this Agreement and payment of the amount set out in clause 2. |
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2. TRANSFER PRICE It is agreed that the Shares shall be transferred for the price of U.S.$950,000 , which shall be paid on the date of execution of this Agreement by means of wire transfer of immediately available fund in U.S. Dollars .
3. COST OF TRANSFER; DELIVERY It is agreed that:
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3.1 |
The cost of registering the transfer of the Shares (if any) will be borne by the Transferee. |
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3.2 |
The Transferor, at Transferor’s cost, shall deliver to the Transferee the documentation evidencing the legal transfer of the Shares to the Transferee under this Agreement. Such documentation shall be in a form and substance reasonably acceptable to the Transferee. |
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4. FURTHER ASSURANCES It is agreed that following execution of this Agreement, each Party hereto shall execute and deliver such further instruments of conveyance, transfer, and registration and shall take such additional action as the other Party hereto may reasonably request to effect, consummate, confirm or evidence the transactions contemplated by this Agreement.
5. WARRANTIES AND INDEMNITIES It is agreed that:
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5.1 |
The Transferor warrants that Transferor is the true owner of the Shares, has full legal title, effective ownership and right to the Shares, and is absolutely entitled to all of their benefits. |
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5.2 |
The Transferor warrants that he is not acting as any nominee or trustee and that no other rights exist in connection with the Shares. |
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5.3 |
The Transferor warrants that no charge or other obligation of any type exists over the Shares whether or not registered, and that such Shares are completely unencumbered from any and all liens, claims, restrictions upon transfer, mortgages, pledges, security interests, options, rights of first refusal, co-sale rights, charges or any agreement to provide any of the foregoing or other encumbrances of any kind (except any obligation to payment of capital in the case of partially paid Shares). |
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5.4 |
The Transferor covenants and agrees to obtain the approval of the Representative Director of the Target Company for the transfer of the Shares promptly after execution of this Agreement and deliver it to the Transferee. |
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5.5 |
Each Party hereby declares that they have all necessary powers and approvals to enter into this Agreement. |
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5.6 |
Each Party hereby declares that they are not aware of any matter within their control which might have any negative or adverse effect upon the performance of their obligations under this Agreement. |
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5.7 |
The rights, benefits, liabilities and responsibilities contained within the terms of this Agreement can be assigned by any Party with the prior written agreement of the other Party. |
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5.8 |
Any delay or failure to enforce the terms of this Agreement and any delay to act in breach of its term by any party does not constitute a waiver of those rights. |
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5.9 |
Each Party hereby warrants that they will not do any action which might harm, hinder or negatively affect the duties of the other Party set out within this Agreement. |
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5.10 |
The Parties hereby irrevocably warrant that they accept the exclusive jurisdiction laws and arbitration procedures set out in clause 8 below. |
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5.11 |
Unless clearly meant otherwise herein, then: any words which are in the singular only will be deemed to include the plural (and vice versa) and any words denoted in a specific gender will be deemed to include all genders and any terms which denote any form of person or people shall be deemed to include both legal persons (such as companies) as well as natural person (and vice versa). |
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5.12 |
The heading titles contained within in this Agreement are included as a drafting reference only and for ease of reference, they do not constitute part of the Agreement. |
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5.13 |
In the event that any clause (or any part of any clause) shall be deemed to be illegal or invalid by a competent court or other legal authority then this shall have the effect of invalidity and striking out only that clause (or any part of any clause) only and shall not invalidate other clauses or this Agreement in its entirety. |
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5.14 This Agreement can be executed either in one original or in more than one counterpart.
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This Agreement may be binding on both Parties by virtue of the conduct of both parties in spite of any defect or error in the formality of its execution. |
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5.16 |
Either Party hereby irrevocably indemnifies and agrees to keep indemnified and hold harmless the other Party against any and all losses howsoever caused arising from its breach of the warranties or other terms of this Agreement. |
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6. VARIATION; ASSIGNMENT It is agreed that:
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6 .1 |
This Agreement represents the entire understanding of the Parties with respect to the subject matter hereof and supersedes all previous understandings, written or oral. This Agreement may only be amended with the written consent of the Transferor (or the due successors of the Transferor) and the Transferee (or the due successors of the Transferor). |
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6 .2 |
This Agreement and the rights and obligations herein may not be assigned or transferred by any Party without the prior written consent of the other Party. |
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7. NOTICES served pursuant to any term of this Agreement must be served in writing and will be deemed to have been served only if it handed from one Party to another in person or if delivered to the address for service of the Party in question. Notices may only be served and delivered in English.
8. GOVERNING LAW AND DISPUTES It is agreed that:
8.1 This Agreement is made under the exclusive jurisdiction of the laws of Korea.
8.2 All disputes, controversies, or differences which may arise between the parties out of, or in relation to, or in connection with this contract, or for the breach thereof, shall be finally settled by arbitration in Seoul, Korea in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board and under the laws of Korea. The award rendered by the arbitrator(s) shall be final and binding upon both Parties. Notwithstanding any other provisions of this Agreement, either party will be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the final decision or award of the arbitrator.
8.3 This Agreement is entered into solely in the English language, which shall exclusively govern its meaning and interpretation.
THE PARTIES HAVE READ THIS SECTION AND IRREVOCABLY AGREE TO ARBITRATE ANY DISPUTE IDENTIFIED ABOVE.
[ Remainder of this page intentionally left blank ]
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by their authorized representatives :
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“TRANSFEROR” |
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“TRANSFEREE” |
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Handysoft, Inc. |
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DASAN Network Solutions, Inc. |
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Date: |
July 31, 2019 |
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Date: |
July 31, 2019 |
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By: |
/s/ Sang Rae Cha |
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By: |
/s/ Michael Golomb |
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Name: |
Sang Rae Cha |
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Name: |
Michael Golomb |
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Title: |
Chief Financial Officer |
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Title: |
Chief Financial Officer |
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