-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JkmED8uAL+n+AJ9zUZEGy1ss01TXLMq6EczPcAB1yDYfgLlnsCnIlMiE9I0qEnFp /GmG2n+xlPYUjl8Pja2+Gg== 0001157523-06-001527.txt : 20060214 0001157523-06-001527.hdr.sgml : 20060214 20060214120339 ACCESSION NUMBER: 0001157523-06-001527 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050805 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14843 FILM NUMBER: 06609696 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: DENSE PAC MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K/A 1 a5079913.txt DPAC TECHNOLOGIES CORP. 8-K/A DPAC Technologies Corp. (0-14843) acquisition of QuaTech, Inc. (non-filer) Reg. No. 333-129532 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 5 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 5, 2005 ---------------- DPAC TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) ---------------- California 0-14843 33-0033759 (State or other jurisdiction (Commission I.R.S. Employer of incorporation) File Number) Identification Number ---------------- 7321 Lincoln Way, Garden Grove, California 92841 (Address of principal executive office) (Zip Code) 714/ 898-0007 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 (see General Instruction A.2. below): |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INTRODUCTION This Amendment No. 5 is filed to amend Form 8-K and pursuant to Rules 165 and 425 promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 425, the Exhibit filed herewith and incorporated by reference shall be deemed filed with, rather than furnished to, the Securities and Exchange Commission. Section 8 - Other Events Item 8.01 - Other Events On February 13, 2006 the Registrant issued a press release dated February 13, 2006 to announce that the Altman Group was acting on behalf of the Registrant in soliciting proxies for the Registrant's shareholders meeting to be held on February 23, 2006, and any adjournments or postponements thereof. The press release is filed herewith as Exhibit 99.3 and is incorporated herein by this reference. 2 Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) EXHIBITS Ex. No. Description - ---------- ------------------------------------------------------------ 2.4 Agreement and Plan of Reorganization dated April 26, 2005 among the Registrant, DPAC Acquisition Sub, Inc. and QuaTech, Inc., including selected exhibits: Forms of Shareholder and Registration Rights Agreement, Employment Agreement for Steven Runkel and Employment Agreement for Creighton Early. Other exhibits listed in the exhibit list in the Table of Contents have been omitted from this filing but will be filed by the Registrant if requested by the Securities Exchange Commission(1) 2.4.1 Typed signatures to Exhibit 2.4(2) 2.4.2 First Amendment, dated August 5, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005(3) 2.4.3 Second Amendment, dated October 20, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005(5) 2.4.4 Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization, originally entered into on April 26, 2005(6) 2.5 License Agreement, dated August 5, 2005, originally entered into on April 26, 2005(3) 2.5.1 First Amendment, dated October 20, 2005, to License Agreement dated August 5, 2005(5) 10.24 Bridge Loan and Escrow Agreement, dated July 29, 2005(3) 10.25 Convertible Term Note, dated August 5, 2005(3) 10.25.1 Amendment to Convertible Term Note, dated January 5, 2006(7) 10.26 Loan Agreement, dated August 5, 2005(3) 10.27 Security Agreement, dated August 5, 2005, with attached Riders(3) 99.1 Press Release of Registrant, dated August 5, 2005(3) 99.2 Press Release of Registrant, dated October 20, 2005(4) 99.3 Press Release of Registrant, dated February 13, 2006 - -------------------------------------------------------------------------------- (1) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on April 27, 2005. (2) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on May 20, 2005. (3) Filed as a like-numbered Exhibit to the Registrant's Form 8-K filed with the SEC on August 9, 2005. (4) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on October 20, 2005. (5) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on November 22, 2005. (6) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on December 13, 2005. (7) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on January 6, 2006. 3 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. DPAC Technologies Corp. (Registrant) Date February 13, 2006 /s/ Creighton K. Early --------------------------------------------------- (Signature) Creighton K. Early, Chief Executive Officer --------------------------------------------------- (Name and Title) 4 (c) EXHIBITS Ex. No. Description - ---------- ------------------------------------------------------------ 2.4 Agreement and Plan of Reorganization dated April 26, 2005 among the Registrant, DPAC Acquisition Sub, Inc. and QuaTech, Inc., including selected exhibits: Forms of Shareholder and Registration Rights Agreement, Employment Agreement for Steven Runkel and Employment Agreement for Creighton Early. Other exhibits listed in the exhibit list in the Table of Contents have been omitted from this filing but will be filed by the Registrant if requested by the Securities Exchange Commission(1) 2.4.1 Typed signatures to Exhibit 2.4(2) 2.4.2 First Amendment, dated August 5, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005(3) 2.4.3 Second Amendment, dated October 20, 2005, to Agreement and Plan of Reorganization, originally entered into on April 26, 2005, as subsequently amended by the First Amendment dated August 5, 2005(5) 2.4.4 Third Amendment, dated December 12, 2005, to the Agreement and Plan of Reorganization, originally entered into on April 26, 2005(6) 2.5 License Agreement, dated August 5, 2005, originally entered into on April 26, 2005(3) 2.5.1 First Amendment, dated October 20, 2005, to License Agreement dated August 5, 2005(5) 10.24 Bridge Loan and Escrow Agreement, dated July 29, 2005(3) 10.25 Convertible Term Note, dated August 5, 2005(3) 10.25.1 Amendment to Convertible Term Note, dated January 5, 2006(7) 10.26 Loan Agreement, dated August 5, 2005(3) 10.27 Security Agreement, dated August 5, 2005, with attached Riders(3) 99.1 Press Release of Registrant, dated August 5, 2005(3) 99.2 Press Release of Registrant, dated October 20, 2005(4) 99.3 Press Release of Registrant, dated February 13, 2006 - -------------------------------------------------------------------------------- (1) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on April 27, 2005. (2) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on May 20, 2005. (3) Filed as a like-numbered Exhibit to the Registrant's Form 8-K filed with the SEC on August 9, 2005. (4) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on October 20, 2005. (5) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on November 22, 2005. (6) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on December 13, 2005. (7) Filed as a like-numbered Exhibit to the Registrant's Form 8-K/A filed with the SEC on January 6, 2006. 5 EX-99.3 2 a5079913ex99-3.txt EXHIBIT 99.3 Exhibit 99.3 DPAC Soliciting Shareholder Vote for Approval of Merger with QuaTech, Inc. GARDEN GROVE, Calif.--(BUSINESS WIRE)--Feb. 13, 2006--DPAC Technologies Corp. (OTCBB:DPAC), and QuaTech, Inc. (www.quatech.com) today announced that they are utilizing the Altman Group to solicit shareholder votes in connection with their planned merger. A shareholders meeting has been scheduled for February 23, 2006 at which the votes for the proposed merger, and other proposals will be recorded. DPAC must obtain votes in favor of the merger from more than 50% of the outstanding shares of DPAC in order to obtain approval to complete the merger. Therefore, if a shareholder does not vote their shares, it has the same effect as voting against the proposed merger. Shareholders are urged to vote their shares as soon as possible. Proxy materials, including a Form S-4 Registration statement, have been filed with and declared effective by the SEC. The materials were mailed to shareholders on or about January 24, 2006 to shareholders of record on January 4, 2006. The Altman Group will seek to assist shareholders in recording their votes on the proposals. Proxies may be voted on the internet, by telephone, or by mail. Shareholders with questions regarding proxy materials or voting procedures are urged to call the Altman Group at 800-314-9816 extension 112, or to call Kim Early at DPAC at phone number 714-898-0007, extension 142. About DPAC Technologies Located in Garden Grove, California, DPAC Technologies provides embedded wireless networking and connectivity products for machine-to-machine communication applications. DPAC's wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security, medical diagnostics and logistics markets to provide remote data collection and control. The Company's website address is www.dpactech.com. Information concerning DPAC is filed by DPAC with the SEC and is available on the SEC website, www.sec.gov. About QuaTech QuaTech, a privately-held company, is an industry performance leader in device networking and connectivity solutions. Through design, manufacturing and support, QuaTech maintains the highest levels of reliability and performance. Satisfied customers include OEMs, VARs and System Integrators, as well as end-users in many industries, including banking, retail/POS, access control, building automation and security, and energy management. QuaTech is a leading supplier of data connectivity products to financial institutions, serving five of the top 10 U.S. banks. Founded in 1983 and headquartered in Hudson, Ohio, QuaTech sells and supports its solutions both directly and through a global network of resellers and distributors. www.quatech.com Forward-Looking Statements This press release includes forward-looking statements. You can identify these statements by their forward-looking words such as "may," "will," "expect," "anticipate," "believe," "guidance," "estimate," "intend," "predict," and "continue" or similar words or any connection with any discussion of future events or circumstances or of management's current estimates or beliefs. Forward-looking statements are subject to risks and uncertainties, and therefore results may differ materially from those set forth in those statements. A transaction as contemplated would require approvals of the shareholders of both parties and numerous other conditions. Full details of such a transaction has been filed with the SEC by DPAC on Form S-4 which has been mailed to DPAC shareholders. There is no assurance possible, and none is intended, that the transaction will be completed at all or on the terms described. The transaction is and shall continue to be subject to certain conditions and contingencies until the transaction is completed. DPAC Technologies Corp. will provide further detailed information to its shareholder as and when required to solicit their consent. The transaction's costs and diversion of management attention could negatively impact results. The parties need additional financing to complete the transactions as envisioned. Such financing may not be available on favorable terms, and if available may result in issuance of warrants and additional dilution to holders of DPAC common stock. Also, there can be no assurance that such transaction will be completed or, if completed, that it will be successful. The transaction would involve a change of control, in that voting control of DPAC would be transferred to a former principal shareholder of QuaTech. Other factors that affect DPAC's business include, but are not limited to, the degree of market acceptance of our existing and planned wireless connectivity products, future business opportunities with these products, protection of licensed technology or proprietary rights, risks of litigation, our need for additional financing in order to realize our opportunities, other challenges related to completing our proposed merger with QuaTech, Inc., further challenges in subsequently combining our operations with QuaTech, Inc.'s own, and general market and economic conditions. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company on Form S-4, 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise. Additional Information: DPAC and QUATECH strongly urge their respective shareholders to read the relevant documents related to this transaction as and when filed by DPAC with the SEC, including especially the proxy statement/prospectus related to this transaction and filed on Form S-4, because they contain important information all the shareholders should consider. All DPAC's SEC filings are made available free of charge at the SEC website (www.sec.gov). Such documents, when filed, also are made available free of charge by DPAC. In addition to the Form S-4 filed on November 7, 2005, DPAC has previously filed Forms 8-K or 8-K/A on April 27, 2005, August 9, 2005, and October 20, 2005 containing the current agreements between DPAC and QUATECH. This news release is neither a solicitation of any proxies nor an offer of any securities of any kind whatsoever. No securities mentioned herein have been registered or authorized or approved by any federal or state securities regulator or commission. CONTACT: DPAC Technologies Corp. Stephen Vukadinovich or Kim Early, 714-898-0007 Steve.Vukadinovich@dpactech.com Kim.Early@dpactech.com -----END PRIVACY-ENHANCED MESSAGE-----