UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 22, 2005
(Date of earliest event reported)
COGNITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
New York 1-8496 13-1953544
(State of (Commission (IRS employer
Incorporation) File Number) Identification No.)
3 Corporate Drive, Danbury, CT 06810
(Address of principal executive offices) (Zip Code)
203 830-3400
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On December 22, 2005, the Company, Garrett Sullivan and Silbury 307
Limited ("Silbury") entered into the Share Sale Agreement, under which
the Company sold the outstanding shares of its wholly owned subsidiary,
Dacon Electronics, PLC ("Dacon") to Silbury, in an arms length transaction,
for the payment of $150,000 in cash and a note in the principal amount of
$150,000. Dacon is located in the United Kingdom and distributes equipment
primarily used in contact centers. In addition to cash, accounts receivable
and inventory, it owns a lease on building and certain office equipment.
The transaction also closed on December 22, 2005. The Company does not
expect a material charge or income to be recorded in the current quarter.
Mr. Roy A. Strutt, the Company's former Vice President of European
Operations and the Managing director of Dacon is the sole shareholder of
Silbury.
Item 2.01 Completion of Acquisition or Disposition of Assets
See Item 1.01
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma financial information
Pro forma assets and liabilities of Dacon Electronics Plc (in thousands):
September 30 December 31,
2005 2004 2005
---- ---- ----
Cash $ 182 $ 614 $ 657
Accounts receivable, net 1,127 729 702
Other current assets 580 708 866
Fixed assets, net 94 116 76
Goodwill, net 319 319 319
Asset Impairment write-off (319)
------ ------ ------
Total assets $1,983 $2,486 $2,301
====== ====== ======
Liabilities
Accounts payable $ 743 $ 262 $ 553
Other current liabilities 592 466 205
Deferred revenue 285 160 171
------ ------ ------
Total liabilities $1,620 $ 888 $ 929
====== ====== ======
Summary pro forma results of Dacon Electronics Plc for the nine months
ended September 30, 2005 and for the years ended December 31, 2004 and
2003 are as follows (in thousands):
Nine Months Ended Year Ended December 31,
September 30, 2005 2004 2003
------------------ ---- ----
Revenue $2,942 $5,526 $5,161
====== ====== ======
Operating expense $3,922 $5,739 $5,229
====== ====== ======
Loss from operations $ (980) $ (213) $ (68)
====== ====== ======
(c) Exhibits
The following exhibits are furnished as part of this report on Form 8K:
2.1 Share Sale Agreement, dated as of December 22, 2005,
among Cognitronics Corporation, Garrett Sullivan
and Silbury 307 Limited.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized, on December
27, 2005.
Cognitronics Corporation
REGISTRANT
by:/S/Garrett Sullivan
-------------------
Garrett Sullivan,
Treasurer And Chief
Financial Officer