Sconex is a vibrant social networking site focused on providing a platform for teens to interact with peers via their high school profiles. Sconex also provides a platform for youth advertisers to connect and communicate with young adults in a meaningful, contextually appropriate way.
Pursuant to the transaction, Alloy acquired all the issued and outstanding stock of Sconex in exchange for $6.1 million, plus an additional potential earnout payment and expenses. Comprising the $6.1 million is 273,551 shares of Alloy common stock issuable upon closing, which shares are valued at $12.7945 per share, representing a 20 day average closing price of a share of Alloy common stock as quoted on the NASDAQ National Market, and a minimum earnout payment in the amount of approximately $2.6 million. In addition, depending upon Sconex's financial performance during the 12-month period commencing on April 1, 2006, the former Sconex stockholders might be entitled to an increased earnout payment. A certain portion of any earnout payment payable to each Sconex stockholder will be contingent upon continued employment by such stockholder for an extended period following the closing date. The shares issued in connection with the acquisition will initially be unregistered but will have accompanying registration rights. The earnout payment is payable at Alloy's option in shares of Alloy common stock, cash or a combination of both, subject to certain limitations on the amount o"
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