Form 8-K XPLORE TECHNOLOGIES CORP For: Mar 09

UNITED STATES

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: March 9, 2015

(Date of earliest event reported)

  

Xplore Technologies Corp.

 

(Exact name of registrant as specified in its charter)

 

 

Delaware  (State or other jurisdiction of incorporation)	000-52697 (Commission File Number)	26-0563295 (IRS Employer Identification No.)
14000 Summit Drive, Suite 900 Austin, Texas 78728 (Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code:

 

(512) 336-7797

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events.

 

On March 9, 2015, Xplore Technologies Corp. (the “Company”) consummated its previously announced public offering of the Company’s common stock for which Roth Capital Partners, LLC acted as the sole manager, as described more fully in its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 4, 2015. The Company sold 2,300,000 shares, including the full exercise of the underwriter’s over-allotment option. The Company intends to use the approximately $12.5 million in net proceeds for general corporate purposes, including product expansion, general and administrative, manufacturing, sales and marketing expenses, and for potential acquisitions of products and/or companies that complement the Company’s business.

 

On March 9, 2015, the Company issued a press release announcing the closing of the offering, a copy of which is attached hereto as Exhibit 99.1.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated March 9, 2015 announcing the closing of the Offering.

 

 

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.

 

 

	By:	/s/ Michael J. Rapisand
		Michael J. Rapisand
		Chief Financial Officer

 

 

Dated: March 9, 2015

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated March 9, 2015 announcing the closing of the Offering.

 

Exhibit 99.1

 

 

For Immediate Release

 

Xplore Announces Closing of Public Offering of 2,300,000 Shares Of Common Stock

 

Austin, Texas — March 9, 2015 - Xplore Technologies Corp. (NASDAQ: XPLR) (“Xplore” or the “Company”), a manufacturer of award-winning rugged tablet PCs, announced today the closing of its underwritten public offering of 2,300,000 shares of common stock, including full exercise of the underwriter’s over-allotment option, at an offering price of $6.00 per share. Xplore received gross proceeds, before deducting the underwriting discount and offering expenses, of $13.8 million. Roth Capital Partners acted as the sole manager for this offering.

 

The Company intends to use the net proceeds received from the offering for general corporate purposes, including product expansion, general and administrative, manufacturing, sales and marketing expenses, and for potential acquisitions of products and/or companies that complement its business.

 

The shares described above were offered pursuant to a registration statement previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”). A final prospectus supplement relating to the offering was filed with the SEC, and is be available on the SEC’s website at http://www.sec.gov.

 

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities described in this press release, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Copies of the final prospectus supplement and accompanying base prospectus relating to this offering may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, (800) 678-9147.

 

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About Xplore Technologies®

 

Xplore Technologies Corp. has been a leading global provider of truly rugged tablets since 1998. Xplore tablets are among the most powerful and longest lasting in their class, withstand nearly any hazardous condition or environmental extreme, and feature competitive pricing and significant ROI. The company's products are sold on a global basis, with channel partners in the United States, Canada, Europe and Asia Pacific. Xplore Technologies’ tablets are deployed across a variety of industries and sectors, such as energy, military operations, manufacturing, distribution, public services, public safety, government, and other areas with hazardous work conditions.

 

Xplore: For U.S. Investor Information Contact:
Chris Schreiber

Taglich Brothers

[email protected]

(917) 445-6207

 

This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect Xplore’s current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made including those factors detailed from time to time in filings made by Xplore with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Xplore does not intend and does not assume any obligation to update these forward-looking statements.

 

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