8-K 1 a2056742z8-k.txt 8-K 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 3, 2001 DATAKEY, INC. (Exact Name of Registrant as Specified in Its Charter) MINNESOTA (State or Other Jurisdiction of Incorporation) 0-11447 41-1291472 (Commission File Number) (I.R.S. Employer Identification Number) 407 WEST TRAVELERS TRAIL BURNSVILLE, MINNESOTA 55337 (Address of Principal Executive Offices) (Zip Code) 952-890-6850 (Registrant's Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS As another stage in its plan to wind down its Electronics Products (EP) business segment, on August 3, 2001, Datakey, Inc. ("Datakey" or the "Company") completed the sale of certain operating assets of its EP business segment ("EP Business") pursuant to an Asset Acquisition Agreement dated August 3, 2001 between Datakey and Datakey Electronics, Inc., an Ohio corporation, f/k/a Jennings Acquisition, Inc ("Buyer"). In the sale of assets transaction, Datakey sold certain EP assets, including inventory, fixed assets, patents and certain other intellectual property required to operate the EP business segment, as well as computer systems and certain customer contracts relating to the EP business. Datakey retained all the EP accounts receivable and certain key customer contracts that are scheduled to ship during the balance of its third quarter. In exchange for the sale of such assets, Datakey received cash in the amount of $550,000, and Datakey subleased the former EP space to Buyer for 35 months, the remaining term under the Company's lease. In connection with such sublease, Datakey agreed to make certain improvements to the EP Space to allow Buyer to operate the EP Business separate from the operations of Datakey. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS A. Financial statements of businesses acquired. Not applicable. B. Pro forma financial information. At the time this Report on Form 8-K was filed with the Securities and Exchange Commission, it was impracticable to provide the required pro forma financial information. Pursuant to Item 7(b)(2) of Form 8-K, the required pro forma financial information will be filed by amendment as soon as practicable, but not later than sixty days after the date on which this Form 8-K must be filed. C. Exhibits. The following exhibits are filed herewith. The exhibit number corresponds with Item 601(b) of Regulation S-K.
Exhibit No. Description ----------- ----------- 2.1 Asset Acquisition Agreement dated August 3, 2001 between Datakey, Inc. and Datakey Electronics, Inc. Pursuant to Item 601(b)(2) of the Regulation S-K, and subject to claims of confidentiality pursuant to Rule 24B-2 under the Securities Exchange Act of 1934, upon the request of the Commission the Registrant undertakes to furnish supplementally to the Commission a copy of any schedule or exhibit to the Asset Acquisition Agreement as follows: 1 Exhibit A EP Equipment Exhibit B EP Contracts, Licenses & permits Exhibit C Form of License Agreement Exhibit D Form of Non-Compete Agreement Exhibit E Form of Sublease Agreement Exhibit E-1 Floor Plan and Schedule of Improvements Schedule 4.1 Allocation of Purchase Price Schedule 7.1 Cogent/Norte Orders Schedule 12.1 Consents to be Delivered Schedule 17.2(a) Jurisdiction Schedule 17.3 Consents and Approvals Schedule 17.5 Title to Assets Schedule 17.7 Encumbrances Schedule 17.8 Material Contracts Schedule 17.10 Customers' Property Schedule 17.11 Inventory Exceptions Schedule 17.12 Licenses Schedule 17.13 Patents, Trademarks and Copyrights Schedule 17.14 Customers Schedule 17.15 Interests of Customers, Suppliers and Competitors Schedule 17.16 Vendors and Suppliers Schedule 17.17 Non-competition and Confidentiality Agreements Schedule 17.18 Sales Agency and Distributorship Agreements Schedule 17.19 Financial Statements Schedule 17.20 Sales Reports Schedule 17.21 Tax Returns Schedule 17.22 Property in Possession of Third Parties Schedule 17.23 Absence of Certain Changes Schedule 17.24 Employment Matters Schedule 17.25 Insurance Schedule 17.26 Product Warranty Schedule 17.27 Absence of Disruption of Business Relationships Schedule 17.30 Environmental Matters Schedule 22.1.9 Discharge of Liabilities Schedule 35.1 Orders for SmartKeys and SmartKey Readers 99.1 Press Release dated August 6, 2001
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. Dated: August 10, 2001 DATAKEY, INC. By /s/ Carl P. Boecher ------------------------------ Carl P. Boecher, President and Chief Executive Officer 3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 EXHIBIT INDEX TO FORM 8-K DATAKEY, INC.
EXHIBIT NO. DESCRIPTION ----------- ----------- 2.1 Asset Acquisition Agreement dated August 3, 2001 between Datakey, Inc. and Datakey Electronics, Inc. Pursuant to Item 601(b)(2) of the Regulation S-K, and subject to claims of confidentiality pursuant to Rule 24B-2 under the Securities Exchange Act of 1934, upon the request of the Commission the Registrant undertakes to furnish supplementally to the Commission a copy of any schedule or exhibit to the Asset Acquisition Agreement as follows: Exhibit A EP Equipment Exhibit B EP Contracts, Licenses & permits Exhibit C Form of License Agreement Exhibit D Form of Non-Compete Agreement Exhibit E Form of Sublease Agreement Exhibit E-1 Floor Plan and Schedule of Improvements Schedule 4.1 Allocation of Purchase Price Schedule 7.1 Cogent/Norte Orders Schedule 12.1 Consents to be Delivered Schedule 17.2(a) Jurisdiction Schedule 17.3 Consents and Approvals Schedule 17.5 Title to Assets Schedule 17.7 Encumbrances Schedule 17.8 Material Contracts Schedule 17.10 Customers' Property Schedule 17.11 Inventory Exceptions Schedule 17.12 Licenses Schedule 17.13 Patents, Trademarks and Copyrights Schedule 17.14 Customers Schedule 17.15 Interests of Customers, Suppliers and Competitors Schedule 17.16 Vendors and Suppliers Schedule 17.17 Non-competition and Confidentiality Agreements Schedule 17.18 Sales Agency and Distributorship Agreements Schedule 17.19 Financial Statements Schedule 17.20 Sales Reports Schedule 17.21 Tax Returns Schedule 17.22 Property in Possession of Third Parties 4 Schedule 17.23 Absence of Certain Changes Schedule 17.24 Employment Matters Schedule 17.25 Insurance Schedule 17.26 Product Warranty Schedule 17.27 Absence of Disruption of Business Relationships Schedule 17.30 Environmental Matters Schedule 22.1.9 Discharge of Liabilities Schedule 35.1 Orders for SmartKeys and SmartKey Readers 99.1 Press Release dated August 6, 2001
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