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UniTek Amends Pinnacle Wireless Earn-Out Deal To Limit Share Issuance

4/3/2012 6:58 PM ET

UniTek Global Services, Inc. (UNTK: Quote) announced that it has reached an agreement with the shareholders of Pinnacle Wireless, Inc. to amend the March 30, 2011 Asset Purchase Agreement pursuant to which UniTek purchased substantially all of the assets of Pinnacle Wireless.

While the amendment does not change the economic terms of the transaction, it limits the total number of UniTek common shares that can be issued under the agreement to 3,029,856, equal to 19.99% of the shares of UniTek common stock outstanding on the date of the Asset Purchase Agreement, the company said.

As a result, the maximum number of remaining shares to be issued in 2012 as part of the earn-out will not exceed 2,105,000. The company said that it will pay cash in lieu of any shares that would have otherwise been issuable above this limit. Under this arrangement, the maximum cash amount payable in lieu of shares would be approximately $4.4 million.

The company also announced the appointment of Robert Sperry of HM Capital to its Board of Directors, effective April 3, 2012. Sperry replaces Peter Brodsky, a former HM Capital nominee, in a normal-course change in HM Capital's representation on the UniTek Board.

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by RTT Staff Writer

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