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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): MAY 10, 2000
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BSQUARE CORPORATION
(Exact Name Of Registrant As Specified In Its Charter)
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WASHINGTON 000-27687 91-1650880
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
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3150 139TH AVENUE S.E., SUITE 500
BELLEVUE, WASHINGTON 98005
(425) 519-5900
(Address And Telephone Number Of Registrant's Principal Executive Offices)
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ITEM 2. OTHER EVENTS.
On May 24, 2000, BSQUARE Corporation, a Washington corporation
("BSQUARE"), completed its acquisition of Mainbrace Corporation, a California
corporation ("Mainbrace"), pursuant to an Agreement and Plan of Merger dated as
of May 10, 2000 (the "Merger Agreement"). This transaction was initially
reported on a Current Report on Form 8-K dated May 23, 2000.
In the acquisition of Mainbrace, BSQUARE paid an aggregate of $10.8
million cash and issued 627,334 shares of its common stock and options to
purchase an additional 172,666 shares of its common stock in exchange for all
of the outstanding shares and options to purchase shares of Mainbrace common
stock.
Pursuant to the Merger Agreement, the shareholders of Mainbrace have
agreed to indemnify and hold BSQUARE, its officers, directors, affiliates,
employees, consultants and agents harmless from losses arising out of (i) any
inaccuracy or misrepresentation in, or breach of, any representation or warranty
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made by Mainbrace in the Merger Agreement or related agreements, and (ii) any
failure by Mainbrace to perform or comply, in whole or in part, with any
covenant or agreement in the Merger Agreement or related agreements. A total of
$2,490,000 of the cash consideration has been deposited with an escrow agent to
secure these indemnification obligations. In addition, $2,000,000 of the cash
consideration was retained by BSQUARE subject to release to the shareholders
upon Mainbrace entering into certain "e-book technology" agreements as
specified in the Merger Agreement. The acquisition will be accounted for under
the purchase method of accounting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
2.1 Agreement and Plan of Merger by and among BSQUARE Corporation, a
Washington corporation, Mainbrace Corporation, a California corporation and
Mainbrace Acquisition Inc., a Washington corporation and wholly owned subsidiary
of BSQUARE, dated as of May 10, 2000, was previously filed on May 23, 2000 on
Form 8-K.
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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.
BSQUARE CORPORATION
Date: June 7, 2000
By: /S/ BRIAN V. TURNER
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Brian V. Turner
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among BSQUARE
Corporation, a Washington corporation, Mainbrace
Corporation, a California corporation, and
Mainbrace Acquisition, Inc., a Washington
corporation and wholly owned subsidiary of
BSQUARE, dated as of May 10, 2000, was previously
filed on May 23, 2000 on Form 8-K.
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