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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 3, 2017
(October 2, 2017)
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Issuer Direct Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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1-10185
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26-1331503
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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500 Perimeter Park, Suite D, Morrisville, North Carolina
27560
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (919)
481-4000
N/A
(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 (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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Item 1.01 Entry into a Material Definitive Agreement.
On
October 2, 2017 (the “Closing Date”), Issuer Direct
Corporation, a Delaware corporation (the “Company”),
entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with Kurtis D. Hughes (the “Seller”)
whereby the Company purchased all of the outstanding equity
securities of Interwest Transfer Company, Inc., a Utah corporation
(“Interwest”). Interwest is a transfer agent business
located in Salt Lak City, Utah. Subsequent to the Closing Date,
Interwest will be a wholly-owned subsidiary of the
Company.
Under
the terms of the Purchase Agreement, the Company will pay to the
Seller as follows: (i) cash payments of $1,935,000 paid as of the
Closing Date and $320,000 paid on each of the first, second and
third anniversary of the Closing Date and (ii) issue as of the
Closing Date the number of shares of “restricted”
common stock of the Company (the “Shares”) equal to
$320,000 divided by the average per share closing price of the
Company’s common stock for the 90 trading days prior to the
Closing Date, or 25,235 shares (the
“Shares”).
The
Purchase Agreement and the Interwest acquisition are not subject to
approval by the shareholders of the Company. The Purchase Agreement
contains standard representations and warranties regarding
Interwest and the Seller and certain limited representations and
warranties regarding the Company. The Purchase Agreement contains
indemnification provisions for the Company and the Seller. The
Company has the right to offset any claims of indemnification it
might have against any future cash payments to the Seller. The
Seller agreed to a 5-year non-compete subject to certain approved
exceptions as part of the Purchase Agreement.
This
summary of certain terms 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, a copy of which is
attached hereto as Exhibit 10.1 and is hereby incorporated into
this Current Report on Form 8-K (this “Form 8-K”) by
reference.
The
Purchase Agreement has been included solely to provide investors
and security holders with information regarding its terms. It is
not intended to be a source of financial, business or operational
information, or to provide any other factual information, about the
Company, the Seller, Interwest or their respective subsidiaries or
affiliates. The representations, warranties and covenants contained
in the Purchase Agreement are made only for purposes of the
Purchase Agreement and are made as of specific dates; are solely
for the benefit of the parties (except as specifically set forth
therein); may be subject to qualifications and limitations agreed
upon by the parties in connection with negotiating the terms of the
Purchase Agreement; and may be subject to standards of materiality
and knowledge applicable to the contracting parties that differ
from those applicable to investors or security holders. Investors
and security holders should not rely on the representations,
warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of the
Company, Interwest or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of
the representations, warranties and covenants may change after the
date of the Purchase Agreement, as applicable, which subsequent
information may or may not be fully reflected in public
disclosures.
Item 2.01. Completion of Acquisition or Disposition of
Assets.
The information set forth in Item 1.01of this Form 8-K is
incorporated herein by reference in its entirety.
Item 3.02. Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 of this Form 8-K is
incorporated herein by reference in its entirety.
The issuance and sale of the Shares is exempt from the registration
requirements of the Securities Act of 1933, as amended, pursuant to
Section 4(2) thereof and/or Rule 506 of Regulation D
thereunder.
Item 8.01. Other Events.
On October 3, 2017, the Company issued a press release announcing
the Interwest acquisition. A copy of the press release
is filed as Exhibit 99.1 to this Form 8-K and incorporated herein
by reference in its entirety.
Item
9.01. Financial Statements and Exhibits.
(a) Financial statements of business
acquired.
(b) Pro forma financial
information.
Any financial statements and pro forma financial information
required by this Item will be filed by amendment to this Current
Report on Form 8-K within 75 calendar days from the date that this
Current Report on Form 8-K must be filed with the Securities and
Exchange Commission.
(d) Exhibits
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Stock Purchase Agreement dated October 2, 2017 between Issuer
Direct Corporation and Kurtis D. Hughes (schedules and
exhibits identified in the Purchase Agreement have been omitted
pursuant to Item 601b.2 of Regulation S-K).
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Press Release dated October 3, 2017.
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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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Issuer
Direct Corporation
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Date: October 3,
2017
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By:
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/s/
Brian R.
Balbirnie
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Brian R.
Balbirnie
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Chief Executive
Officer
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