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Message: News 8-k filed

nottooshabby

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Re: News 8-k filed

in response to Re: News 8-k filed by gundy

posted on Aug 20, 08 03:30PM

Here you go......

Have not gone through all the details. Will get a chance to do so shortly.

Cheers,

On August 12, 2008, the Company acquired 100% of the outstanding shares of SHAFI, Inc. and 80% of the shares of SHAFI Innovation, Inc. (together “Shafi”) from Adil Shafi pursuant to a Share Purchase Agreement (“Shafi Purchase Agreement”). Total consideration for the purchase was 3,000,000 shares of the common stock of Braintech, Inc. (the “Closing Purchase Shares”) paid at the closing of the acquisition (“Shafi Closing”) and 1,000,000 shares of Braintech, Inc. common stock payable quarterly over the next 12 months upon the achievement of specified performance criteria (the “Contingent Purchase Shares”). The performance criteria includes certain revenue related goals of $2.85 million, comprised of $450,000 during the quarter ending December 31, 2008, $900,000 during the quarter ending March 31, 2009 and $1.5 million during the quarter ending June 30, 2009. This $2.85 million in revenue related goals for the period ending with the second quarter of 2009 are separate from the $3.7 million in revenue related goals for the third and fourth quarters of 2009 under a separate employment agreement the Company entered into with Mr. Shafi in connection with the acquisition. The aggregate revenue related goals with respect to the Contingent Purchase Shares and the stock options that may be earned under Mr. Shafi’s employment agreement is $6.55 million for the quarter ending December 31, 2008 through the quarter ending December 31, 2009.

10.	Subsequent event (continued):
	The Closing Purchase Shares and Contingent Purchase Shares are subject to a lock-up agreement that restricts the sale thereof for 6 months and thereafter plac es volume restrictions on the number of such shares that may be sold during any weekly period. In addition, the Contingent Purchase Shares, as and when earned, will be placed in escrow during the 12 months following the Shafi Closing to serve as a fund a g ainst which indemnification claims of the Company under the Shafi Purchase Agreement may be made. The Company also agreed to register for resale the shares of Company common stock paid to Adil Shafi and to cause the related registration statement to be effective not later than six months after the Shafi Closing. Mr. Shafi’s sales under the registration statement will be subject to compliance with his lock-up agreement.

	As part of the Shafi acquisition, the parties agreed that any debt of Shafi in excess of certain identified debt would be fully and timely satisfied by Adil Shafi without liability to the Company or the Shafi companies.

	Prior to the completion of the purchase transaction, on June 5, 2008, the Company advanced $100,000 to Shafi to meet its working capital needs. This advance was secured by all of the assets of Shafi, and was memorialized at the Shafi Closing by a demand promissory note bearing an annual interest rate of 2.54%.

	In order to finance the $100,000 advance, the Company’s Chief Executive Officer and former Chief Executive Officer each advanced to the Company $50,000 against delivery by the Company of promissory notes. The promissory notes provide for interest at 6% per annum and for repayment within 14 days of the Company receiving funding from a financing greater than $1,000,000 or after June 6, 2009, whichever comes first. The promissory notes also provide that upon completion of the Shafi acquisition, each of the promissory note holders will be issued 50,000 common share purchase warrants. Each common share purchase warrant entitles the holder to purchase one share for three years at a price of $0.36 per share.