4//SEC Filing
ROCKWELL RICHARD D 4
Accession 0001209191-10-062090
CIK 0001099918other
Filed
Dec 20, 7:00 PM ET
Accepted
Dec 21, 9:34 PM ET
Size
11.9 KB
Accession
0001209191-10-062090
Insider Transaction Report
Form 4
ROCKWELL RICHARD D
Director10% Owner
Transactions
- Award
Common Stock
2010-12-15+75,000→ 2,292,416 total(indirect: By PST) - Disposition to Issuer
Common Stock
2010-12-15$8.20/sh−150,000$1,230,000→ 0 total(indirect: By PST) - Award
Common Stock
2010-09-02+75,000→ 2,217,416 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2010-12-15$8.20/sh−2,142,416$17,567,811→ 150,000 total
Footnotes (4)
- [F1]PST sold assets to the Issuer, consisting principally of a customer list of existing and targeted potential PST customers and PST's assignment of its rights under a dealer agreement with a national equipment supplier pursuant to which the Company will be authorized to sell certain supplier products. The total consideration expected to be paid to PST for the assets is $1,062,811, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2010, payable by a cash payment payable at the closing, commissions on sales arising from the sale of supplier products and/or 150,000 shares of the Issuer's common stock to be delivered as follows: 75,000 shares of the Issuer's common stock upon execution of the Asset Purchase Agreement between PST and the Issuer and the remaining 75,000 shares if the assets meet certain revenue targets or in the event of a change in control of the Issuer. The Asset Purchase Agreement was executed on September 2, 2010.
- [F2]The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- [F3]These shares were acquired pursuant to an Asset Purchase Agreement, dated as of September 2, 2010, between PST and the Issuer, in connection with a change in control of the Issuer that occurred on December 15, 2010.
- [F4]Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of October 5, 2010, by and among Kratos Defense & Security Solutions, Inc., a Delaware corporation, Hammer Acquisition Inc., a Delaware corporation and the Issuer, as amended, whereby holders of the Issuer's common stock are entitled to receive $8.20 per share, without interest, for each share of common stock they hold.
Documents
Issuer
Henry Bros. Electronics, Inc.
CIK 0001099918
Entity typeother
Related Parties
1- filerCIK 0001388296
Filing Metadata
- Form type
- 4
- Filed
- Dec 20, 7:00 PM ET
- Accepted
- Dec 21, 9:34 PM ET
- Size
- 11.9 KB