Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 18, 2022


(Exact name of registrant as specified in its charter)




(State or other jurisdiction
of incorporation)

File Number)

(IRS Employer
Identification No.)

4 Industrial Way West, Suite 300,
Eatontown, New Jersey


(Address of principal executive offices)

(Zip Code)


(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2 below):

      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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class


Trading Symbol


Name of each exchange on which registered

Common stock, $.01 par value


The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

On August 18, 2022, Wayside Technology UK Holdings Limited (“Buyer”), a private limited company under the laws of England and Wales and a wholly-owned subsidiary of Wayside Technology Group, Inc. (the “Company”), entered into a Share Purchase Agreement by and among Gerard Brophy, Ian Morris, Vanessa Harvey, David Whittam and Louise Bradley, as sellers (collectively, “Seller”), and Buyer (the “SPA”).

Pursuant to the SPA, on August 18, 2022, Buyer, among other things, purchased the entire share capital of Spinnakar Limited, a private limited company under the laws of England and Wales, (the “Spinnakar Acquisition”) from Seller for an aggregate purchase price of £9,750,000 (subject to certain working capital and other adjustments) plus a potential post-closing earn-out.

The SPA contains customary English warranties and covenants and customary indemnification obligations of Seller, subject to certain limitations and insurance caps.

The foregoing is qualified entirely by the complete terms of the SPA, filed herewith as Exhibit 2.1 and incorporated herein by this reference.

Item 2.01 Completion of an Acquisition or Disposition of Assets.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 7.01 Regulation FD Disclosure.

On August 18, 2022, the Company issued a press release announcing the Spinnakar Acquisition. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information provided under this Section 7.01 is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Share Purchase Agreement, dated August 18, 2022, by and among Gerard Brophy, Ian Morris, Vanessa Harvey, David Whittam and Louise Bradley, as sellers, and Wayside Technology UK Holdings Limited.


Press release of Wayside Technology Group, Inc., dated August 18, 2022.


Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Certain schedules to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.


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.


Date: August 18, 2022


/s/ Andrew Clark


Andrew Clark


Vice President and Chief Financial Officer