Quarterly report pursuant to Section 13 or 15(d)

Subsequent Event

v2.4.0.6
Subsequent Event
6 Months Ended
Jun. 30, 2012
Subsequent Events [Abstract]  
Subsequent Event

NOTE 15.  SUBSEQUENT EVENT

 

Acquisition POC Sweden AB

 

On July 2, 2012, the Company acquired all of the issued and outstanding shares of capital stock POC Sweden AB (“POC”), a Stockholm-based developer and manufacturer of protective gear for action sports athletes pursuant to the terms of the Share Transfer Agreement (the “Agreement”) dated as of June 7, 2012, and as amended on July 2, 2012 (the “Amendment,” and together with the Agreement, the “POC Agreement”), by and among the Company, Ember Scandinavia AB, a Swedish corporation and a wholly owned subsidiary of the Company, and the shareholders of POC (the “Sellers”).  Under the terms of the POC Agreement, the Company acquired POC for a total consideration valued at 311,300 Swedish kronor (SEK) or approximately $44,900 through the delivery to the Sellers of approximately $40,600 in cash and approximately 460 shares of Black Diamond common stock, par value $0.0001 (the “Black Diamond Shares”).  The Black Diamond Shares issued to the Sellers were valued based on the average closing price of such shares on NASDAQ-GS for the ten consecutive trading days ending five trading days prior to the execution of the Agreement.  The Black Diamond Shares issued at closing are subject to a lock-up agreement restricting sales for two years and are pledged to the Company as security for indemnification claims under the POC Agreement.  The Company has committed an additional estimated $12,500 payable in a series of significant, long-term, performance-based incentives payable to management, structured as compensation, with multiple measurement and payment dates over a six and a half year period.