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 28, 2006
ARC Wireless Solutions, Inc.
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(Exact name of registrant as specified in its charter)
Utah
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(State or Other Jurisdiction of Incorporation)
000-18122 87-0454148
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(Commission File Number) (IRS Employer Identification Number)
10601 West 48th Avenue
Wheat Ridge, Colorado 80033
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(Address of principal executive offices including zip code)
(303) 421-4063
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(Registrant's telephone number, including area code)
N/A
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(Former address, if changed since last report)
Item 1.01 Entry into a Material Definitive Agreement
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On July 28, 2006, ARC Wireless Solutions, Inc (the "Company") executed a Stock
Purchase Agreement ("Purchase Agreement") with BlueCoral Limited ("BlueCoral"),
an Irish Company, for the sale of its wholly-owned subsidiary, Winncom
Technologies Corp. ("Winncom") to Blue Coral for $17 million in cash.
Under the terms of the stock purchase agreement, before the sale of Winncom can
be completed, a number of conditions must be satisfied or waived. In addition to
breaches of the stock purchase agreement, these conditions include, among other
matters, the following:
|X| the Company's shareholders must approve the sale of Winncom at the
annual meeting;
|X| the delivery of certificates by both the Company and BlueCoral; and
|X| the delivery of the full purchase price ($17,000,000) to the Company.
BlueCoral has already placed the $17,000,000 in an escrow, under the terms of
the escrow agreement dated July 28, 2006 by and among the Company, BlueCoral,
and Consumer Title Services, LLC, as escrow agent (the "Escrow Agreement").
Pursuant to the terms of the Escrow Agreement, Blue Corral must give its written
consent before the funds can be delivered to the Company. Pursuant to the stock
purchase agreement, the Company will indemnify BlueCoral and its affiliates from
losses that result from, among other matters, breaches by the Company of any
representation or warranty in the stock purchase agreement, breaches by the
Company of any covenant in the stock purchase agreement, and any product shipped
by Winncom to a customer prior to the closing of the stock purchase agreement
(limited to the total amount covered under that product's warranty, if any). The
Company will not indemnify BlueCoral from any breaches of any representations or
warranties made by Winncom in the stock purchase agreement.
The Board of Directors of the Company has approved the sale of Wincomm to
BlueCoral on July 27, 2006.
The description above is qualified in its entirety by reference to the Purchase
Agreement and the Escrow Agreement, copies of which are attached hereto as
Exhibits 10.17 and 10.18 respectively.
ITEM 7.01. Regulation FD Disclosure
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On August 2, 2006 the Company issued a press release entitled "Announcing the
Agreement to Sell Winncom Technologies Corp." A copy of the press release is
attached hereto as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits
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(b) Exhibits
Exhibit Number Exhibit Title
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10.17 Stock Purchase Agreement
10.18 Escrow Agreement
99.1 Press Release Dated August 2, 2006 Announcing the Agreement
to Sell Winncom Technologies Corp.
SIGNATURE
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.
ARC WIRELESS SOLUTIONS, INC.
Date: August 2, 2006 By: /s/ Monty R. Lamirato
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Monty R. Lamirato
Chief Financial Officer