Unassociated Document
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) – March 17, 2009
IEC
ELECTRONICS CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-6508
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13-3458955
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(Commission
File Number)
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(IRS
Employer Identification No.)
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105 Norton Street, Newark, New York
14513
(Address
of principal executive offices)(Zipcode)
(315)
331-7742
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
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Entry
Into Material Definitive Agreement
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On March
17, 2009, IEC Electronics Corp. (“IEC”) entered into a Settlement Agreement (the
“Settlement Agreement”) with Val-U-Tech Corp. (“Val-U-Tech”), Kathleen Brudek,
Michael Brudek and Nicholas Vaseliv (the “Shareholders”) in settlement of a
dispute relating to the Merger Agreement dated as of May 23, 2009 (the “Merger
Agreement”) by and among IEC, VUT Merger Corp, Val-U-Tech and the Shareholders.
The Merger Agreement was previously disclosed in IEC’s Current Report on Form
8-K filed on May 30, 2008 and IEC’s acquisition of Val-U-Tech was previously
disclosed in IEC’s Current Report on Form 8-K filed on June 5, 2008 as amended
by the Current Report on Form 8-K/A filed on August 13, 2008.
Under the
Settlement Agreement, the parties agreed to reduce the purchase price payable
under the Merger Agreement by the net amount of $401,852.09 and to amend and
restate the three promissory notes in the original aggregate principal amount of
$3,450,000 issued by IEC to the Shareholders in payment of a portion of the
purchase price to reflect such reduction. This amendment and restatement of the
purchase notes was deemed to be effective as of February 28, 2009. As disclosed
in IEC’s Quarterly Report on Form 10-Q for the quarterly period ended December
26, 2008 filed on January 20, 2009, the purchase price under the Merger
Agreement and the aggregate principal amount of the purchase notes have
previously been reduced based upon reconciliations of Val-U-Tech’s final working
capital at May 30, 2008 and gross revenues for the calendar year ended December
31, 2008. After application of the net purchase price reduction under the
Settlement Agreement and the previous purchase price reductions described above,
the aggregate outstanding principal amount of the restated purchase notes
effective as of February 28, 2009 was $2,701,741.80.
Under the
Settlement Agreement, IEC also agreed to pay the Shareholders the aggregate
amount of $240,488.22 in full satisfaction of IEC’s obligations under Section
6.07 of the Merger Agreement. This payment was deemed to constitute the payment
of $213,471.66 in principal amount of the restated purchase notes, together with
$27,016.56 in interest thereon, due on March 1, 2009. As a result of this
payment, the aggregate outstanding principal amount of the restated purchase
notes was further reduced to $2,488,270.14. IEC also waived its right to any
further purchase price adjustments under the Merger Agreement.
Under the
Settlement Agreement, in full satisfaction and release of the Shareholders’
obligations under Section 9.02 of the Merger Agreement, the Shareholders also
agreed to surrender to IEC the 500,000 shares of IEC’s common stock issued to
the Shareholders under the Merger Agreement. The parties also entered
into mutual releases of all claims relating to the Merger Agreement and related
matters.
Copies of
the Settlement Agreement and of each of the three restated purchase notes are
attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and
10.4.
On March
17, 2009, pursuant to the Settlement Agreement described above, Michael Brudek
resigned as a member of the board of directors of IEC, effective immediately.
Mr. Brudek’s resignation was not the result of a disagreement with management
regarding the operations, policies or practices of IEC. A copy of Mr. Brudek’s
letter of resignation is attached to this Current Report on Form 8-K as Exhibit
99.1. A copy of the press release issued by IEC announcing Mr. Brudek’s
resignation is attached hereto as Exhibit 99.2.
The
information contained in Exhibit 99.1 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item
9.01 Financial
Statements and Exhibits
The
following is the index of exhibits furnished in accordance with Item 601 of
Regulation S-K, filed as part of this Current Report on Form 8-K or incorporated
by reference herewith:
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10.1
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Settlement
Agreement dated as of March 17, 2009 by and among IEC Electronics Corp.,
Val-U-Tech Corp., Kathleen Brudek, Michael Brudek and Nicholas
Vaseliv
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10.2
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Restated
Promissory Note dated effective February 28, 2009 by IEC Electronics Corp.
to the order of Kathleen Brudek in the principal amount of
$2,026,306.59
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10.3
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Restated
Promissory Note dated effective February 28, 2009 by IEC Electronics Corp.
to the order of Michael Brudek in the principal amount of
$135,086.71
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10.4
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Restated
Promissory Note dated effective February 28, 2009 by IEC Electronics Corp.
to the order of Nicholas Vaseliv in the principal amount of
$540,348.50
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99.1
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Letter
dated March 17, 2009 from Michael Brudek
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99.2
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Press
Release issued by IEC Electronics Corp. on March 23,
2009
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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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IEC Electronics
Corp.
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(Registrant)
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Date: March
23, 2009
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By:
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/s/ W. Barry Gilbert
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W.
Barry Gilbert
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Chairman,
Chief Executive
Officer
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