-----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, POr6fKSo8lj7jxQeOnpmsmU/soVTC3nwXoie/hXYKQTtDcHVkAP/KhXq6lzU4VHg Gdx6n254iAVF9HvIRo44sA== 0000897069-09-000706.txt : 20090402 0000897069-09-000706.hdr.sgml : 20090402 20090402150356 ACCESSION NUMBER: 0000897069-09-000706 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090402 DATE AS OF CHANGE: 20090402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kang Jin CENTRAL INDEX KEY: 0001423755 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33035 FILM NUMBER: 09727033 MAIL ADDRESS: STREET 1: 1163 DALEVIEW DRIVE CITY: MCLEAN STATE: VA ZIP: 22102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WIDEPOINT CORP CENTRAL INDEX KEY: 0001034760 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522040275 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE LINCOLN CENTER CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 630-629-0003 MAIL ADDRESS: STREET 1: ONE LINCOLN CENTER CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FORMER COMPANY: FORMER CONFORMED NAME: ZMAX CORP DATE OF NAME CHANGE: 19970530 4 1 form4_jinkangex.xml X0303 4 2009-03-31 0 0001034760 WIDEPOINT CORP WYY 0001423755 Kang Jin 1163 DALEVIEW DRIVE MCLEAN VA 22102 0 1 0 0 President - iSYS, LLC Common Stock 2009-03-31 4 J 0 184817 1 A 1604817 D Option to Buy .85 2008-04-05 2013-01-04 Common Stock 315000 315000 D On March 31, 2009, the reporting person became entitled to receive 184,817 shares of the common stock of WidePoint Corporation ("WidePoint") pursuant to a four-year "earnout" provision in that certain Membership Interest Purchase Agreement, dated January 2, 2008, pursuant to which WidePoint acquired all of the outstanding membership interests of iSYS, LLC ("iSYS")(the "Purchase Agreement"). The Purchase Agreement provided that the sole member of iSYS would receive additional shares of WidePoint common stock, for no additional consideration, if iSYS's earnings before interest, taxes, depreciation and amortization ("EBITDA") in respect of an applicable Earnout Year exceeded $1.4 Million. ISYS's EBITDA in respect of the Earnout Year ending December 31, 2008 exceeded $1.4 Million, and as a result, the reporting person acquired 184,817 shares of the common stock of WidePoint. The number of shares issuable pursuant to the earnout right was determined on March 31, 2009 pursuant to a formula set forth in the Purchase Agreement, which formula provided that, for the purpose of determining the number of shares issuable, WidePoint's common stock would be valued at $1 per share. The reporting person's right to receive additional shares became fixed and irrevocable on January 4, 2008. These shares do not include 2,815,183 shares held in escrow, which the reporting person may be entitled to receive in the future in connection with the earnout discussed in Note 1 above and over which reporting person has no voting or dispositive control. /s/ Teri L. Champ, Attorney-in-Fact 2009-04-02 -----END PRIVACY-ENHANCED MESSAGE-----