0001445260-18-000059.txt : 20181228 0001445260-18-000059.hdr.sgml : 20181228 20181228135211 ACCESSION NUMBER: 0001445260-18-000059 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181227 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181228 DATE AS OF CHANGE: 20181228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADDVANTAGE TECHNOLOGIES GROUP INC CENTRAL INDEX KEY: 0000874292 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 731351610 STATE OF INCORPORATION: OK FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10799 FILM NUMBER: 181257030 BUSINESS ADDRESS: STREET 1: 1221 E. HOUSTON CITY: BROKEN ARROW STATE: OK ZIP: 74012 BUSINESS PHONE: 9182519121 MAIL ADDRESS: STREET 1: 1221 EAST HOUSTON STREET CITY: BROKEN ARROW STATE: OK ZIP: 74012 FORMER COMPANY: FORMER CONFORMED NAME: ADDVANTAGE MEDIA GROUP INC /OK DATE OF NAME CHANGE: 19930328 8-K 1 fulton-12272018.htm ACQUISITION OF WIRELESS BUSINESSES - FULTON TECHNOLOGIES, INC. AND MILL CITY COMMUNICATIONS, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 27, 2018

ADDVANTAGE TECHNOLOGIES GROUP, INC.
(Exact name of Registrant as specified in its Charter)

Oklahoma
(State or other Jurisdiction of Incorporation)

1-10799
73-1351610
(Commission file Number)
(IRS Employer Identification No.)
   
1221 E. Houston, Broken Arrow Oklahoma
74012
(Address of Principal Executive Offices)
(Zip Code)

(918) 251-9121
(Registrant's Telephone Number, Including Area Code)

 
(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 InstructionA.2. below):

□
Written Communication 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© under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 1.01 Entry into a Material Definitive Agreement.
 
Asset Purchase Agreement to Acquire the Assets of Fulton Technologies, Inc. and Mill City Communications, Inc.
   
On December 27, 2018, the Company entered into an agreement to acquire substantially all of the assets of Fulton Tecnologies, Inc. ("Fulton") and Mill City Communications, Inc.

The Agreement provides for a purchase price of $1.7 million and is expected to close in early January 2019. 

Fulton has a strong reputation in the wireless services industry and maintains solid contractual relationships with the four major U.S. wireless carriers, the national integrators and the original equipment manufacturers that support these wireless carriers.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
The following exhibit is furnished herewith:
 
Exhibit 99.1
Press Release dated December 27, 2018 issued by the Company.
 
 
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.

   
ADDVANTAGE TECHNOLOGIES GROUP, INC.
     
   
Date: December 28, 2018
     
   
By: /s/ Scott Francis
   
Scott Francis
   
Vice-President & Chief Financial Officer
     
 
 
 
Exhibit Index

Exhibit Number
Description
99.1
Press Release dated December 27, 2018 issued by the Company.
 
 EX-99.1 2 fulton-pressrelease_12272018.htm PRESS RELEASE DATED DECEMBER 27, 2018
ADDvantage Technologies Group, Inc.
1221 E. Houston
Broken Arrow, Oklahoma 74012

For further information
KCSA Strategic Communications
Company Contact:
Elizabeth Barker
Scott Francis        (918) 251-9121
(212) 896-1203
ebarker@kcsa.com

ADDvantage Technologies to Acquire Two Turn-key Wireless Infrastructure Services Businesses – Fulton Technologies, Inc. and Mill City Communications, Inc.

BROKEN ARROW, Oklahoma, December 27, 2018 – ADDvantage Technologies Group, Inc. (NASDAQ:  AEY), today announced it has entered into an asset purchase agreement to acquire substantially all of the assets of Fulton Technologies, Inc. and Mill City Communications, Inc., (collectively, “Fulton”) for a total purchase price of $1.7 million. The transaction is expected to close in early January 2019. Upon closing, the assets will form a wholly-owned subsidiary of ADDvantage Technologies, operating under the name ‘Fulton Technologies’.

On December 17, 2018, ADDvantage Technologies announced its plans to launch a services business focused on providing wireless infrastructure services to the telecommunications market. Now, with the acquisition of Fulton, the Company will have a comprehensive wireless infrastructure services offering to enable it to rapidly start servicing this market. Pursuing an M&A strategy rather than organically building out this offering eliminates the need to invest a significant amount of time launching the business and provides the additional benefit of established and experienced operational teams, as well as pre-existing revenue streams from the major customers in the industry. The Company anticipates that the purchase price plus integration costs of Fulton would be similar to those it would have incurred to launch this services platform organically.

Fulton has a strong reputation in the wireless services industry and maintains solid contractual relationships with the four major U.S. wireless carriers, the national integrators and the original equipment manufacturers (“OEMs”) that support these wireless carriers.  The business provides turn-key wireless infrastructure services for wireless carriers across the Southwest, Midwest and Northern Plains regions.  These services consist of the installation and upgrade of technology on cell sites and the construction of new small cells for 5G. They will also include engineering, site acquisition and commissioning and integration services for cell sites.

Joe Hart, Chief Executive Officer, commented, “As we enter calendar 2019, we are focused on repositioning ADDvantage Technologies to participate in new growth opportunities within the Telco market. Fulton is a recognized name in the wireless carrier market and has multi-year service contracts with major U.S. carriers and OEMs to assist with the planned 5G rollout throughout the next ten years. Acquiring these assets, an experienced management team and great crews will allow us to broaden our offering in the wireless telecommunications market, increase our customer base and grow Telco segment sales.”

ADDvantage Technologies’ existing operations in the telecommunications market consist of its Nave Communications and Triton Datacom businesses. Nave Communications is a provider of quality
refurbished telecommunication networking equipment, with services that include the repair, testing, and certification of equipment. Triton Datacom provides new and refurbished enterprise networking products, including desktop phones, enterprise switches and wireless routers to brokers and end-users across the U.S.

About ADDvantage Technologies Group, Inc.
ADDvantage Technologies Group, Inc. (NASDAQ:  AEY) supplies the cable television (Cable TV) and telecommunications industries with a comprehensive line of new and used system-critical network equipment and hardware from a broad range of leading manufacturers. The equipment and hardware ADDvantage distributes is used to acquire, distribute, and protect the communications signals carried on fiber optic, coaxial cable and wireless distribution systems, including television programming, high-speed data (Internet) and telephony. Through the planned acquisition of Fulton, the Company plans to provide turn-key wireless infrastructure services, such as the installation and decommissioning of equipment on cell sites, for wireless carriers, integrators supporting the wireless carriers, and equipment manufacturers.  In addition, ADDvantage operates a national network of technical repair centers focused primarily on Cable TV equipment and recycles surplus and obsolete Cable TV and telecommunications equipment.
ADDvantage operates through its subsidiaries, Tulsat, Tulsat-Atlanta, Tulsat-Texas, NCS Industries, ComTech Services, Nave Communications and Triton Datacom. For more information, please visit the corporate web site at www.addvantagetechnologies.com.

The information in this announcement may include forward-looking statements.  All statements, other than statements of historical facts, which address activities, events or developments that the Company expects or anticipates will or may occur in the future, are forward-looking statements.  These statements are subject to risks and uncertainties, which could cause actual results and developments to differ materially from these statements.  A complete discussion of these risks and uncertainties is contained in the Company’s reports and documents filed from time to time with the Securities and Exchange Commission.