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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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Following the announcement, reported on
Form 8-K on September 24, 2013, of the signing, on September 30, 2013, Registrant closed the Equity Purchase Agreement (the “Acquisition
Agreement”) and acquired interscholz Internet Services GmbH and Co. KG, a German limited liability company, and all of the
equity of its general partner, interscholz Beteiligungs GmbH (collectively, “Interscholz”) from Andre Scholz, the President
and Chief Executive Officer of Registrant. Legal title to the equity of Interscholz was transferred to Registrant’s wholly-owned
German subsidiary, KWICK! Community GmbH and Co. KG (“KWICK!”), also a party to the Acquisition Agreement.
Pursuant to the terms of the Acquisition
Agreement, Registrant, through its subsidiary, KWICK!, acquired all of Seller’s right, title and interest in and to all of
the assets and properties, tangible and intangible, owned, held or used in connection with Interscholz’s internet and telecommunications
business, located in the Town of Leonberg in the Federal Republic of Germany. Pursuant to the Acquisition Agreement, Registrant
is obligated to pay the purchase price of 1 million Euros, or approximately $1,350,000 U.S. dollars, on or before November 15,
2013.
Interscholz Internet
Services GmbH Co. KG (“Interscholz”) was founded by Andre Scholz in 1996 as a traditional Internet service provider
based in Stuttgart, Germany. Beginning in 2001, Interscholz became a Class 3 licensed German telecommunication carrier, permitting
Interscholz to engage in the commercial transmission carrier business in the region of Leonberg, Germany. In 2002, Interscholz
established its headquarters in Leonberg, Germany, and in 2006 purchased a commercial building to where it moved its operations.
Interscholz offers internet
services to approximately 1,000 business customers. Interscholz offers nation-wide internet access in Germany via xDSL and fibre
connections, with more than 200 network peerings at different Exchange Points (e.g. DECIX. S-IX), maintaining relationships with
various local and international internet service providers. In the Leonberg, Germany region, Interscholz manages its own fiber
optic and copper network connections with bandwidths ranging from 5 Mbits to 10 Gbits, permitting business customers wide bandwidth
data connections.
In addition, Interscholz
owns and operates multiple data centers in the regions of Leonberg and Stuttgart with a capacity of up to 5000 Servers, covering
a total area of over 650 square meters. All data centers are connected with multiple redundant 10 Gbit/s lines to
guarantee network availability for Cloud Services, Platform Virtualization and Datacenter Failover Services. Standard web hosting,
domain-and email services and international MPLS VPN Networks are running and managed on approximately 100 Interscholz-owned servers
and routers.
Interscholz has
four full-time and 1 part-time employees at its Leonberg headquarters.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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As set forth
in Item 2.01 above, in connection with the closing of the Acquisition Agreement, Registrant is obligated to pay the purchase
price for Interscholz of 1 million Euros (approximately, $1,350,000 U.S.) to Andre Scholz on or before November 15, 2013.