Home > Insider Trading > Filing (0001140361-11-028412)

Filing Details

Accession Number:: 0001140361-11-028412
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-18 12:03:00
Reporting Period:: 2011-05-16

Filing Date:: 2011-05-18
Accepted Time:: 2011-05-18 12:03:00
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
98618	Alanco Technologies Inc	ALAN	Computer Storage Devices (3572)	860220694

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1361983	Orbcomm Inc.	2115 Linwood Ave. Suite 100 Fort Lee NJ 07024		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2011-05-16	659,553	$0.00	737,793	No	4	P	Direct
Class A Common Stock	Acquisiton	2011-05-16	479,458	$0.00	1,217,251	No	4	P	Direct
Class A Common Stock	Disposition	2011-05-16	1,212,748	$0.00	4,503	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	S	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series E Convertible Preferred Stock	Disposition	2011-05-16	500,000	$0.00	750,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	78,240	Direct

Footnotes

Shares of Class A Common Stock of Alanco Technologies, Inc. (the "Alanco Common Stock") issued by Alanco Technologies, Inc. ("Alanco") as dividends to ORBCOMM Inc. ("ORBCOMM") on July 21, 2010, October 20, 2010, January 25, 2011 and April 26, 2011, pursuant to terms of the Series E Convertible Preferred Stock of Alanco (the "Alanco Preferred Stock") held by ORBCOMM. These issuances were exempt from reporting requirements under Rule 16a-9 under the Securities Exchange Act of 1934, as amended.
Pursuant to the terms of the Stock Purchase Agreement dated as of February 23, 2011 by and among ORBCOMM and the Anderson Family Trust, UTA dated December 20, 1993 and certain of its affiliates (collectively, the "Anderson Group"), ORBCOMM acquired an aggregate of 659,553 shares of Alanco Common Stock held by the Anderson Group in exchange for an aggregate of 413,184 shares of the common stock of ORBCOMM (the "ORBCOMM Common Stock").
Pursuant to the terms of the Stock Purchase Agreement dated as of February 23, 2011 by and among ORBCOMM and Messrs. Timothy P. Slifkin and Thomas A. Robinson, ORBCOMM acquired an aggregate of 479,458 shares of the Alanco Common Stock held by Messrs. Slifkin and Robinson in exchange for an aggregate of 218,877 shares of ORBCOMM Common Stock. In addition, each of Messrs. Slifkin and Robinson will be entitled to receive a pro rata portion of the earn-out amount (determined pursuant to the Asset Purchase Agreement (described in note 4 below)) payable at ORBCOMM's discretion in cash, shares of ORBCOMM Common Stock or a combination of cash and shares.
Under the Asset Purchase Agreement dated as of February 23, 2011 among ORBCOMM, Alanco and StarTrak Systems, LLC ("StarTrak"), ORBCOMM acquired substantially all the assets of StarTrak for consideration consisting of cash, stock and debt with an aggregate face value of $18.5 million, subject to adjustment, including among other things, delivery to Alanco for cancellation of (a) an aggregate of 1,212,748 shares of Alanco Common Stock consisting of shares purchased from the Anderson Group and Messrs. Slifkin and Robinson (described in notes 2 and 3 above) and shares acquired as dividends paid on Alanco Preferred Stock held by ORBCOMM (described in note 1 above), and (b) 500,000 shares of Alanco Preferred Stock. Alanco will also be entitled to an earn-out amount based on revenue achieved in calendar year 2011 by the StarTrak business acquired, which is payable at ORBCOMM's discretion in cash, shares of ORBCOMM Common Stock or a combination of cash and shares.
The conversion rights of Alanco Preferred Stock do not expire and the Alanco Preferred Stock is convertible (a) at the option of the holder at any time; or (b) at the option of Alanco on or after the date that (i) is at least six months from the issue date of the shares of Alanco Preferred Stock to be converted, and (ii) the average NASDAQ closing market price for Alanco Common Stock for preceding ten consecutive trading days equals or exceeds $0.75 per share.
Each share of the Alanco Preferred Stock is convertible into 1.5 shares of Alanco Common Stock after giving effect to the 1-for-8 reverse stock split effected by Alanco on August 27, 2010.