EXHIBIT 99.2
DPAC and QuaTech Amend Reorganization Agreement and License Agreement
GARDEN GROVE, Calif.--(BUSINESS WIRE)--Oct. 20, 2005--DPAC
Technologies Corp. (OTCBB:DPAC):
-- Reorganization agreement's amendment changes exchange ratio
and extends agreement termination date to March 31, 2006.
-- License agreement's amendment gives QuaTech an option to
prepay exclusive license fees to DPAC for a one-time cash
payment of $2.4 million.
-- DPAC expects to file a Form S-4 registration statement and
seek shareholder approval.
DPAC Technologies Corp. (OTCBB:DPAC), Development Capital Ventures
LP ("DCV") and QuaTech, Inc. (xxx.xxxxxxx.xxx) today announced that
they have for the second time amended their agreement and plan of
reorganization and have for the first time amended their license
agreement. The reorganization agreement was originally entered into on
April 26, 2005, and provides for DPAC to acquire all of the stock and
options of QuaTech in exchange for issuing previously unissued shares
of DPAC's common stock.
The amendment to the agreement between DPAC and QuaTech
establishes a new exchange ratio. The new exchange ratio was
informally based on DPAC's shareholders as of immediately before the
merger continuing to hold (as of immediately after the merger) 30% of
the outstanding common stock of DPAC, before the potential dilutive
effects of conversion of an outstanding bridge loan, which would
result in current DPAC shareholders owning approximately 25.5% of the
issued and outstanding shares immediately following the consummation
of the merger. The merger shall be contingent on QuaTech consummating
approximately $3.1 million in debt financing in accordance with the
terms of nonbinding proposals it has obtained from lenders; however,
it is no longer a condition that QuaTech repay its outstanding
subordinated note in the original principal amount of $3.0 million.
The amendment also extends the termination date of the reorganization
agreement to March 31, 2006.
The parties have also amended the license agreement between DPAC,
DCV and QuaTech that was originally entered into on August 5, 2005.
The amendment provides an option for QuaTech to elect to prepay all
exclusive license fees for a one-time cash payment of $2.4 million,
which the parties have agreed is the fair market value of the
exclusive license. The exclusive license remains subject to DPAC
shareholder approval. If QuaTech exercises its option to prepay the
license fees, the cash will be held in escrow pending DPAC shareholder
approval. If DPAC's shareholders approve the license agreement, and if
the merger agreement is terminated for any reason, QuaTech has the
option of rescinding its election to prepay and allow the license to
convert to a non-exclusive license with the obligation to pay ongoing
license fees to DPAC based on quantities shipped. In that event, the
cash payment in escrow will be returned to QuaTech. If DPAC's
shareholders do not approve the license agreement, and the merger
agreement is terminated, the license shall automatically be converted
to a non-exclusive license, with royalties payable in the normal
course, and any prepaid license fees shall be returned.
DPAC intends to file an S-4 registration statement with the
Securities and Exchange Commission as soon as possible. The S-4 will
seek DPAC shareholders approval of the proposed merger and exclusive
license agreement, as well as certain other proposals, including a
proposal to increase the number of authorized shares and a proposal to
approve a reverse split of the company's common stock upon or after
consummation of the merger with QuaTech. The Board of Directors has
determined that shareholders of record as of December 15, 2005 shall
be entitled to notice of and to vote on these matters at a DPAC annual
shareholders' meeting to be held on February 3, 2006.
About DPAC Technologies
Located in Garden Grove, California, DPAC Technologies provides
embedded wireless networking and connectivity products for
machine-to-machine communication applications. DPAC's wireless
products are used by major OEMs in the transportation, instrumentation
and industrial control, homeland security, medical diagnostics and
logistics markets to provide remote data collection and control. The
Company's web site address is xxx.xxxxxxxx.xxx. Information concerning
DPAC is filed by DPAC with the SEC and is available on the SEC
website, xxx.xxx.xxx.
About QuaTech
QuaTech, a privately-held company, is an industry performance
leader in device networking and connectivity solutions. Through
design, manufacturing and support, QuaTech maintains the highest
levels of reliability and performance. Satisfied customers include
OEMs, VARs and System Integrators, as well as end-users in many
industries, including banking, retail/POS, access control, building
automation and security, and energy management. QuaTech is a leading
supplier of data connectivity products to financial institutions,
serving five of the top 10 U.S. banks. Founded in 1983 and
headquartered in Hudson, Ohio, QuaTech sells and supports its
solutions both directly and through a global network of resellers and
distributors. xxx.xxxxxxx.xxx
About Development Capital Ventures, LP
Headquartered in Chantilly, Virginia, Development Capital Ventures
is a Small Business Investment Company licensed and regulated by the
Small Business Administration under the Small Business Act of 1958 as
amended. Development Capital Ventures provides financing to
manufacturing, distribution, and business-to-business service
companies.
Forward-Looking Statements
This press release includes forward-looking statements. You can
identify these statements by their forward-looking words such as
"may," "will," "expect," "anticipate," "believe," "guidance,"
"estimate," "intend," predict," and "continue" or similar words or any
connection with any discussion of future events or circumstances or of
management's current estimates or beliefs. Forward-looking statements
are subject to risks and uncertainties, and therefore results may
differ materially from those set forth in those statements. A
transaction as contemplated would require approvals of the Boards of
Directors and shareholders of both parties and numerous other
conditions. Full details of such a transaction will be provided to
DPAC shareholders and filed with the SEC by DPAC as and when
appropriate. There is no assurance possible, and none is intended,
that the transaction will be completed at all or on the terms
described. The transaction is and shall continue to be subject to
certain conditions and contingencies until the transaction is
completed. DPAC Technologies Corp. will provide further detailed
information to its shareholder as and when required to solicit their
consent. The transaction's costs and diversion of management attention
could negatively impact results. The recent delisting of our shares
could continue to have adverse effects on the liquidity of trading in
the common stock and the price per share. Other factors that affect
DPAC's business and its ability to conclude a merger transaction
include, but are not limited to, that our Airborne(TM) products are
new, that we sell to original equipment manufacturers for new product
introductions by them, and that all of these are subject to risks and
uncertainties regarding new product introductions such as uncertainty
of market acceptance. The parties need additional financing to
complete the transactions as envisioned. Such financing may not be
available on favorable terms, and if available may result in issuance
of warrants and additional dilution to holders of DPAC common stock.
Also, there can be no assurance that such transaction will be
completed or, if completed, that it will be successful. The
transaction would involve a change of control, in that voting control
of DPAC would be transferred to a former principal shareholder of
QuaTech. Other factors that affect DPAC's business include, but are
not limited to, the degree of market acceptance of our existing and
planned wireless connectivity products, future business opportunities
with these products, protection of licensed technology or proprietary
rights, risks of litigation, our need for additional financing in
order to realize our opportunities, other challenges related to
completing our proposed merger with QuaTech, Inc., further challenges
in subsequently combining our operations with QuaTech, Inc.'s own, and
general market and economic conditions. More information about the
risks and challenges faced by DPAC Technologies Corp. is contained in
the Securities and Exchange Commission filings made by the Company on
Form 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically
disclaims any obligation to update or revise any forward-looking
statements whether as a result of new information, future developments
or otherwise.
Additional Information:
DPAC and QUATECH strongly urge their respective shareholders to
read the relevant documents related to this transaction as and when
filed by DPAC with the SEC, including especially a proxy
statement/prospectus related to this transaction, because they shall
contain important information all the shareholders should consider.
All DPAC's SEC filings are made available free of charge at the SEC
website (xxx.xxx.xxx). Such documents, when filed, also are made
available free of charge by DPAC. DPAC has filed Forms 8-K or 8-K/A on
April 27, 2005, August 9, 2005, and October 20, 2005 containing the
current agreements between DPAC and QUATECH. This news release is
neither a solicitation of any proxies nor an offer of any securities
of any kind whatsoever. No securities mentioned herein have been
registered or authorized or approved by any federal or state
securities regulator or commission.
CONTACT: DPAC Technologies Corp.
Xxxxxxx Xxxxxxxxxxxx or Xxx Early, 000-000-0000
Xxxxx.Xxxxxxxxxxxx@xxxxxxxx.xxx
Xxx.Xxxxx@xxxxxxxx.xxx
