InterCloud Systems, Inc.

Transcription

1 (State or other jurisdiction of incorporation) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): May 30, 2014 InterCloud Systems, Inc. (Exact name of registrant as specified in its charter) Delaware (Commission File Number) (I.R.S. Employer Identification No.) 1030 Broad Street Suite 102 Shrewsbury, NJ (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (973) (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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR a-4(c))

2 Item Entry into a Material Definitive Agreement. As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission on March 25, 2014, InterCloud Systems, Inc., a Delaware corporation (the Company, we, us or our ), entered into an Interest Purchase Agreement, dated March 19, 2014 (the Purchase Agreement ), with VaultLogix, LLC, a Delaware limited liability company ( VaultLogix ), Data Protection Services, LLC, a Delaware limited liability company ( DPS ), U.S. Data Security Acquisition, LLC, a Delaware limited liability company ( USDSA ), London Bay VL Acquisition Company, LLC ( Holding Company ), and Tier 1 Solutions, Inc. ( Tier 1 ) (each of Holding Company and Tier 1, a Seller, and collectively, the Sellers ). Pursuant to the Purchase Agreement, we agreed to acquire from Sellers all of the outstanding membership interests of VaultLogix, DPS and USDSA. On May 30, 2014, we entered into an amendment to the Purchase Agreement (the Amendment ), pursuant to which we agreed to extend the final termination date of the Purchase Agreement to July 25, The effectiveness of the Amendment is contingent upon our payment to Sellers of an extension fee in the amount of $500,000 (the Extension Fee ) by the close of business on June 13, Upon payment of the Extension Fee, (i) such Extension fee shall constitute a non-refundable deposit on the cash portion of the purchase price payable to Sellers at closing, and (ii) we shall have no further obligation to pay the $500,000 break-up fee as set forth in the Purchase Agreement. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein. Item Financial Statements and Exhibits (d) Exhibits Exhibit Description No Amendment to Interest Purchase Agreement, dated May 30, 2014, among InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC, London Bay VL Acquisition Company, LLC and Tier 1 Solutions, Inc.

3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 30, 2014 INTERCLOUD SYSTEMS, INC. By: /s/ Mark E. Munro Name: Mark E. Munro Title: Chief Executive Officer

4 EXHIBIT INDEX Exhibit Description No Amendment to Interest Purchase Agreement, dated May 30, 2014, among InterCloud Systems, Inc., VaultLogix, LLC, Data Protection Services, LLC, U.S. Data Security Acquisition, LLC, London Bay VL Acquisition Company, LLC and Tier 1 Solutions, Inc.

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6 InterCloud Systems, Inc Broad Street Suite 102 Shrewsbury, NJ (561) Exhibit 10.1 May 30 th, 2014 Gentlemen: Reference is made to the INTEREST PURCHASE AGREEMENT, dated as of March 19, 2014 (the Agreement ), made and entered into by and among VAULTLOGIX, LLC, a Delaware limited liability company ( VL ), DATA PROTECTION SERVICES, LLC, a Delaware limited liability company ( DPS ), U.S. DATA SECURITY ACQUISITION, LLC, a Delaware limited liability company ( USDSA, and together with VL and DPS, the Company ), LONDON BAY VL ACQUISITION COMPANY, LLC, a Delaware limited liability company ( Holding Company ), TIER 1 SOLUTIONS, INC. ( Tier 1, and together with Holding Company, the Sellers ) and INTERCLOUD SYSTEMS, INC., a Delaware corporation ( Buyer ). Terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. This letter will confirm our understanding and agreement that the Agreement shall be hereby amended such that the Final Termination Date, as defined in Section 9.1(d) of the Agreement, shall hereby be extended to July 25, 2014, contingent upon the payment of the amount of $500,000 in cash (the Extension Fee ) to WestView Capital Partners II, L.P., as agent for the Company and the Sellers (the Agent ), within ten (10) business days of receipt of each party s signature to this letter agreement, and in no event later than June 13, 2014, at the following account: Bank: Sovereign Bank ABA #: Account Name: WestView Capital Partners II, L.P. Account Number: Attn: Jennifer Theofanidis Reference: VaultLogix The payment of the Extension Fee shall be treated as a deposit on the Closing Date Cash Payment, and the Closing Date Cash Payment payable at Closing shall thereafter be reduced by the Extension Fee. For the avoidance of doubt, upon payment, the Extension Fee shall be nonrefundable. In the event that the Extension Fee is not received by the Agent on or prior to the close of business on June 13, 2014, (i) the amendments contemplated hereby shall be null and void, as though never executed, and (ii) the Company shall be entitled to terminate the Agreement and receive the Break-Up Fee as set forth in Section 9.4 of the Agreement. For purposes of a claim to the Break-Up Fee in the event that the Extension Fee is not received by the Agent on or prior to the close of business on June 13, 2014, the parties to this letter hereby agree that June 13, 2014 shall be the Final Termination Date, and further agree that the Company shall be entitled to the Break-Up Fee regardless of any other purported expiration or termination of the Agreement, provided that the other terms and conditions of Section 9.4 of the Agreement are satisfied.

7 Upon receipt of the Extension Fee by the Agent in cash, the parties hereto agree that the obligation of the Buyer to pay the Break-Up Fee under Section 9.4 of the Agreement shall be of no further force and effect, and Buyer shall have no obligation to pay such Break-Up Fee. Except as amended by this letter agreement, the Agreement shall otherwise remain in full force and effect and the parties hereby jointly and individually, ratify and reaffirm the terms, covenants, representations, warranties and conditions thereof. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this letter agreement, whereupon it will become a binding agreement between the parties to the Agreement in accordance with its terms. Very truly yours, INTERCLOUD SYSTEMS INC. By: /s/ Mark E. Munro Name: Mark E. Munro Title: Chief Executive Officer

8 Accepted and Agreed to this 30 th day of May, SELLERS: LONDON BAY VL ACQUISITION COMPANY, LLC By: /s/ Matthew T. Carroll Name: Matthew T. Carroll Title: Authorized Person TIER 1 SOLUTIONS, INC. By: /s/ Timothy A. Hannibal Name: Timothy A. Hannibal Title: Authorized Person COMPANY: VAULTLOGIX, LLC By: /s/ Timothy A. Hannibal Name: Timothy A. Hannibal Title: Secretary DATA PROTECTION SERVICES, LLC By: /s/ Timothy A. Hannibal Name: Timothy A. Hannibal Title: Secretary U.S. DATA SECURITY ACQUISITION, LLC By: /s/ Timothy A. Hannibal Name: Timothy A. Hannibal Title: Secretary [Signature Page to Extension Letter]

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