This excerpt taken from the ESCC 10-K filed Apr 3, 2006.
On February 7, 2006, we entered into the Rockwell Purchase Agreement, pursuant to which we will sell substantially all of the assets and certain liabilities primarily related to our Simulation Businesses to Rockwell Collins. As part of the transaction, pursuant to the Rockwell Laser Agreement to be entered into upon the closing of the asset sale, E&S will provide, and grant exclusive and non-exclusive licenses to use and sell, fixed-based and motion-based laser projection systems in connection with the Simulation Business and certain related businesses of Rockwell Collins.
We will receive aggregate consideration of $71,500 in
cash in connection with the transaction with Rockwell Collins, consisting of
$66,500, subject to a potential post-closing adjustment, under the Rockwell
Purchase Agreement and $5,000 under the Rockwell Laser Agreement, subject to achieving
certain milestones. At the closing, $7,000 of the $66,500 purchase price under
the Rockwell Purchase Agreement and $3,000 of the $5,000 under the Rockwell
Laser Agreement, or a total of $10,000, will be deposited into escrow. The
closing of the transaction contemplated by the Rockwell Purchase Agreement is
On February 7, 2006, we entered into the Spitz Agreement with Transnational and Spitz. Under the terms of the Spitz Agreement, we will acquire all of the issued and outstanding shares of common stock of Spitz, which specializes in planetarium theaters, projection domes, architectural domes and custom immersive theater attractions. As consideration for Spitz we will issue and deliver 412,500 shares of E&S common stock, subject to a post-closing share adjustment depending on the average trading price of our common stock for the 60-day period prior to registration of the shares issued at closing. The closing of the Spitz transaction is subject to approval by the shareholders of Transnational and is currently expected to close in the second quarter of 2006.
Neither the Spitz transaction nor the Rockwell Collins transaction is conditioned upon completion of the other.