EMRISE CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-28: Form 8-K; Period of report 2015-12-28; Description 8.01 Other Events; Details 8.01.
- 2015-12-09: Form 8-K; Period of report 2015-12-09; Description 8.01 Other Events; Details 8.01.
- 2015-11-20: Form 8-K; Period of report 2015-11-16; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
- 2015-09-04: Form 8-K; Period of report 2015-08-31; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-28 | 8-K | 2015-12-28 | 8.01 Other Events | 8.01 On December 28, 2015, the Company issued a press release announcing that it has signed a letter of intent to sell all of the issued and outstanding stock of CXR Anderson Jacobson S.A.S. (“CXR-AJ”) to Carmine T. and Georgeann Oliva or an entity that would be wholly owned by them. | form8k09950004_12282015.htm |
| 2015-12-09 | 8-K | 2015-12-09 | 8.01 Other Events | 8.01 On December 9, 2015, the Company issued a press release announcing that it has revised the previously announced record date for its initial liquidating distribution in the amount of $0.75 per share of common stock from July 1, 2015 to July 7, 2015. | form8k09950005_12092015.htm |
| 2015-11-20 | 8-K | 2015-11-16 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On November 16, 2015, EMRISE Corporation (the “Company”) issued a press release entitled “Emrise Corporation Provides Additional Update on Status of Previously Announced Plan of Dissolution” regarding the status of the Company’s previously announced voluntary Plan of Dissolution that was approved by the Company’s stockholders at a special meeting of the stockholders held on June 25, 2015. 8.01 On November 16, 2015, the Company announced that the Board of Directors of the Company approved the initial liquidation distribution in the amount of $0.75 per share payable on or about December 1, 2015 to stockholders of record as of the close of business on July 1, 2015. | form8-k.htm |
| 2015-09-04 | 8-K | 2015-08-31 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. | form8-k.htm |
| 2015-07-01 | 8-K | 2015-06-25 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.02 In connection with the closing of the Transaction (as defined and discussed below in Item 2.01), on June 30, 2015, EMRISE Corporation, a Delaware corporation (“EMRISE” or the “Company”), terminated that certain Business Loan Agreement dated March 28, 2014 by and between EMRISE Electronics Ltd., a former wholly-owned subsidiary of the Company (“EEL”), and Lloyds Bank Plc (the “EEL Loan”). 2.01 On June 30, 2015, the Company completed the sale of all of the issued and outstanding ordinary shares of EEL, which constitutes substantially all of the assets of the Company (the “Transaction”), to DDC (United Kingdom) Limited, a company incorporated under the laws of England (“DDC”), pursuant to the terms of that certain Stock Purchase Agreement, dated March 22, 2015, by and among DDC, EEL and the Company (the “Purchase Agreement”), which is described in the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2015. 3.03 At the special meeting of stockholders of the Company held on June 25, 2015 (the “Special Meeting”), stockholders voted to approve the Plan of Liquidation and Dissolution (the “Plan of Dissolution”) previously approved by the Company’s Board of Directors (the “Board”). 5.02 In connection with the closing of the Transaction, the employment of each of Carmine T. Oliva, the Company’s Chief Executive Officer and Chairman, Graham Jefferies, the Company’s President and Chief Operating Officer, and Timothy J. Blades, the Company’s Chief Financial Officer, Treasurer and Secretary, terminated, and each of Messrs. 8.01 On June 30, 2015, the Company issued a press release announcing the closing of the Transaction and date of filing of the Certificate of Dissolution with the Delaware Secretary of State. | form8k09950005_06252015.htm |
| 2015-05-15 | 8-K | 2015-05-15 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 15, 2015, EMRISE Corporation (the “Company”) issued a press release entitled “EMRISE Announces 2015 First Quarter Results” regarding the Company’s financial results for the first quarter ended March 31, 2015. 7.01 The disclosure contained in Item 2.02 is incorporated by reference into this Item 7.01. | form8-k.htm |
| 2015-04-01 | 8-K | 2015-03-31 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 31, 2015, EMRISE Corporation (the “Company”) issued a press release entitled “EMRISE Announces 2015 Fourth Quarter and Year-End Results” regarding the Company’s financial results for the fourth quarter and year ended December 31, 2014. 7.01 The disclosure contained in Item 2.02 is incorporated by reference into this Item 7.01. | form8-k.htm |
| 2015-03-23 | 8-K | 2015-03-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On March 22, 2015, concurrently with the Company’s entry into the Purchase Agreement, each of Carmine T. Oliva, Graham Jefferies, Otis W. Baskin, Frank P. Russomanno, Julie A. Abraham and certain family members of Mr. Oliva entered into support agreements with the Purchaser and the Company relating to an aggregate of approximately 11.0% of the Company’s common stock outstanding, pursuant to which they agreed, among other things, to vote their shares in favor of the transactions contemplated by the Purchase Agreement and against any other acquisition proposal. | emrisecorp8k_mar222015.htm |