0001354488-15-003831.txt : 20150814 0001354488-15-003831.hdr.sgml : 20150814 20150814094015 ACCESSION NUMBER: 0001354488-15-003831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150811 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150814 DATE AS OF CHANGE: 20150814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCIERGE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001005101 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954442384 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29913 FILM NUMBER: 151052934 BUSINESS ADDRESS: STREET 1: 29115 VALLEY CENTER RD. K-206 CITY: VALLEY CENTER STATE: CA ZIP: 92082 BUSINESS PHONE: 866-800-2978 MAIL ADDRESS: STREET 1: 29115 VALLEY CENTER RD. K-206 CITY: VALLEY CENTER STATE: CA ZIP: 92082 FORMER COMPANY: FORMER CONFORMED NAME: STARFEST INC DATE OF NAME CHANGE: 20000310 8-K 1 cncg_8k.htm CURRENT REPORT cncg_8k.htm


U.S. 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): August 11, 2015
 
Concierge Technologies, Inc.
 (Exact name of registrant as specified in its charter)
 
Nevada   333-38838   95-4442384
(state of incorporation)   (Commission File Number)   (IRS Employer I.D. Number)
         
    29115 Valley Center Rd., K-206    
    Valley Center, CA 92082    
    (866) 800-2978    
   
(Address and telephone number of registrant's
principal executive offices and principal place of business)
   
 
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 (see General Instruction A.2. below):
 
 
o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
   
 
Item 2.01.          Completion of Acquisition or Disposition of Assets
 
On August 11, 2015, Concierge Technologies, Inc. (the “Company”), a Nevada corporation, closed that certain Agreement for Sale and Purchase of Shares (the “Share Purchase Agreement”) entered into on July 29, 2015 by and among the Company, Gourmet Foods Limited (“Gourmet Foods”) and the shareholders of Gourmet Foods whereby the Company agreed to purchase 100% of the shares of Gourmet Foods from the shareholders of Gourmet Foods in exchange for $2,566,478 NZD.

Entry into the Share Purchase Agreement was disclosed on the Company’s Current Report on Form 8-K filed on August 4, 2015 and the foregoing description of the Share Purchase Agreement is qualified in its entirety by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on August 4, 2015 and incorporated herein by reference.

The terms of the Share Purchase Agreement are subject to post-closing adjustments based on accounting and inventory audits of the Businesses as set forth in the Share Purchase Agreement. At the time of completion there were adjustments of NZ$20,029 downwards for inventory originally estimated to be $400,000 and NZ$75,456 upwards to account for additional assets purchased from the original estimate of NZ$1,711,050. The net result was a purchase price increase of NZ$55,428.

Item 8.01.          Other Events.
 
On August 14, 2015, the Company issued a press release announcing the closing of the Gourmet Foods Ltd. acquisition.  The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01           Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

The required audited financial statements of Gourmet Foods Ltd. will be filed by amendment to this Item 9.01(a) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The required pro forma condensed financial information with respect to the combined company will be filed by amendment to this Item 9.01(b) within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.
 
Description
     
 
Press Release of Concierge Technologies, Inc., dated August 14, 2015.
 
 
2

 
 
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.
 
Date: August 14, 2015 CONCIERGE TECHNOLOGIES, INC.  
       
 
By:
/s/ David Neibert  
   
David Neibert, Chief Financial Officer
 
       
 
 
 
3


EX-99.1 2 cncg_991.htm PRESS RELEASE cncg_991.htm
Exhibit 99.1
 
Concierge Technologies Announces Acquisition of Gourmet Foods Ltd in New Zealand
 
Valley Center, CA, August 14, 2015; - Concierge Technologies, Inc. (OTC: CNCG), a supplier of mobile video devices through its wholly owned subsidiary, Kahnalytics, announced that it has completed the acquisition of Gourmet Foods Ltd of Tauranga, New Zealand for an all-cash settlement of NZ$2,566,478. Gourmet Foods distributes its products under distinct brands including Pats Pantry, Ponsonby Pies and Gourmet Patisserie which are marketed throughout New Zealand in major grocery stores, convenience stores and many local cafes. Gourmet Foods, in business since 1966, is one of the most recognized names in the industry. The management and staff at Gourmet Foods are continuing on with Bryce Cole as the President and General Manager.  For more information visit http://www.bestpies.co.nz/index.html
 
Nicholas Gerber, CEO of Concierge Technologies, commented “Since taking over the position of CEO at Concierge I have been looking for a solid, profitable, enterprise that could be acquired for a reasonable price. We have definitely found such a company in Gourmet Foods Ltd. The market in New Zealand for meat pies is well established, as are the products of Gourmet Foods. We have little to fear in the way of disruptive technologies, intruding importers, or other such concerns of mainstream businesses who manufacture products for distribution. We will focus on increasing our market share while exploring ways to even further enhance overall profitability. We have approximately 45 individuals employed at Gourmet Foods and all are well qualified, experienced and trustworthy individuals who I have no doubt will continue to do a marvelous job. Concierge Technologies will continue its efforts to provide shareholder value through acquisitions such as this one and the continued operations of Kahnalytics”.
 
This release may contain "forward-looking statements" that include information relating to future events and future financial and operating performance. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a more detailed description of the risk factors and uncertainties affecting Concierge Technologies or its subsidiary companies, please refer to the Company's recent Securities and Exchange Commission filings, which are available at the Company’s website or at www.sec.gov.
 
For information about Concierge Technologies, Inc. contact:
 
Concierge Technologies, Inc.: www.conciergetechnology.net
Nicholas Gerber, CEO: ngerber@conciergetechnology.net
David Neibert, CFO: dneibert@conciergetechnology.net
Tel: 866-800-2978 ext. 3