Item
1.01. Entry into a Material
Definitive Agreement
On July 1, 2008, Bridgeline Software,
Inc., a Delaware corporation (“Bridgeline Software”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Indigio Group, Inc., a Colorado
corporation (“Indigio”), and the stockholders of Indigio, and completed the
acquisition of Indigio.
The Merger Agreement sets forth the
terms and conditions pursuant to which Bridgeline Software acquired all the
outstanding capital stock of Indigio in exchange for consideration paid to
Indigio’s stockholders, consisting of (i) $600,000 in cash, (ii) 1,127,810
shares of Bridgeline Software common stock, (iii) the payment of $194,546 of
indebtedness owed by Indigio, and (iv) deferred consideration of up to
$2,100,000, payable in cash quarterly over the 14 consecutive calendar quarters
after the acquisition, contingent upon Indigio achieving certain financing goals
during such period.
The parties to the Merger Agreement
made customary representations, warranties and covenants therein, and the
completion of the acquisition of Indigio was subject to customary conditions
described therein.
In connection with the execution and
delivery of the Merger Agreement, Bridgeline Software entered into an Employment
Agreement with Timothy Higgins, pursuant to which Bridgeline Software will
employ Mr. Higgins as Executive Vice President and General Manager of the Denver
business unit.
Under the terms of the Employment
Agreement, Mr. Higgins agreed, among other things, not to compete with
Bridgeline Software for a period of up to 12 months after ceasing to be an
employee of Bridgeline Software. In addition, the Merger Agreement
separately prohibits each of Timothy Higgins, Michael Higgins and Jeff D.
Higgins from competing with Bridgeline Software for a period of three years
ending on the third anniversary of the closing of the
acquisition. The restrictions contained in the Merger Agreement shall
terminate with respect to each of Timothy Higgins, Michael Higgins and Jeff D.
Higgins upon the termination of such individual’s employment with Bridgeline
Software without cause or for good reason.
The
foregoing description of the acquisition, the Merger Agreement and the
Employment Agreement does not purport to be complete and is qualified in its
entirety by reference to the complete text of each such agreement, copies of
which are filed as exhibits hereto and are incorporated herein by
reference.
Item
2.01. Completion of
Acquisition or Disposition of Assets
On July 1, 2008, Bridgeline Software
completed the acquisition of Indigio described in Item 1.01. The acquisition was
made pursuant to the Merger Agreement described in Item 1.01, whereby, upon the
terms and subject to the conditions set forth therein, Bridgeline Software
acquired all the outstanding capital stock of Indigio.
Item
3.02. Unregistered Sales of
Equity Securities
On July 1, 2008, Bridgeline Software
agreed to issue 1,127,810 shares of Bridgeline Software common stock as partial
consideration for the acquisition of all the outstanding capital stock of
Indigio. The shares will be issued to the stockholders of Indigio
pursuant to the terms of the Merger Agreement. The shares will
be issued without registration and are subject to restrictions under the
Securities Act of 1933 and the securities laws of certain states, in reliance on
the private offering exemptions contained in Section 4(2) of the Securities
Act of 1933 and on Regulation D promulgated thereunder, and in reliance on
similar exemptions under applicable state laws as a transaction not involving a
public offering.
Item
7.01. Regulation FD
Disclosure
On July 1, 2008, Bridgeline Software
issued a press release announcing the completion of the Indigio
acquisition. A copy of the press release is furnished with this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
The information contained in Item 7.01
to this Current Report on Form 8-K (including Exhibit 99.1) is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of
that section. The information in this Item 7.01 (including Exhibit
99.1) shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, except as otherwise
expressly stated in such filing.
Item
9.01. Financial Statements
and Exhibits.
Explanatory
Note Regarding Exhibits
Investors should not rely on or assume
the accuracy of representations and warranties in negotiated agreements that
have been publicly filed because such representations and warranties may be
subject to exceptions and qualifications contained in separate disclosure
schedules, because such representations may represent the parties’ risk
allocation in the particular transaction, because such representations may be
qualified by materiality standards that differ from what may be viewed as
material for securities law purposes or because such representations may no
longer continue to be true as of any given date.
(a) Financial
Statements of Businesses Acquired.
In
accordance with Item 9.01(a)(4) of Form 8-K, the financial statements required
by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K within
71 calendar days after the required filing date for this Current
Report.
(b) Pro Forma
Financial Information.
In
accordance with Item 9.01(b)(2) of Form 8-K, the financial information required
by Item 9.01(b) will be filed by amendment to this Form 8-K within 71 calendar
days after the required filing date for this Current Report.
(d) Exhibits.
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Exhibit
No.
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Exhibit
Description
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2.1
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Agreement
and Plan of Merger, dated as of July 1, 2008, by and among Bridgeline
Software, Inc., Indigio Group, Inc., Timothy Higgins, Michael Higgins,
Jeff D. Higgins, William Sedgwick, Sage Realty Group, LLC, Michael Mark,
Lawrence O. Brown, Bryan Schutjer, Richard Ganley, Timothy Watson, Micah
Baldwin, Michael Roy, Christine Spencer, Michael Merkulovich, James
Nelson, Jaime Pabon, George Kassabgi and James Conrad.
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2.2
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Employment
Agreement with Timothy Higgins.
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99.1
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Press
release issued by Bridgeline Software, Inc., dated July 1,
2008.
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