Research Solutions, Inc. current report, 24 February 2011

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Business Context and Reporting Period

This Form 8-K is filed by Derycz Scientific, Inc. (not Research Solutions, Inc.) for the reporting period of February 24, 2011. The filing reports the entry into a material definitive agreement to acquire Techniques Appliquees aux Arts Graphiques, S.p.A. ("TAAG"), a privately held company headquartered outside Paris, France.

Key Financial Metrics

The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the company. The transaction consideration is structured as follows:

  • Equity Consideration: Issuance of 368,000 restricted shares of common stock to TAAG owners.
  • Lock-up Period: The issued shares are subject to a three-year lock-up agreement.
  • Earn-out Provision: A post-closing earn-out based on achieving certain net revenue targets over a five-year period.
  • Earn-out Payment Method: Payable in cash or restricted common stock at the Corporation's discretion.

Material Changes

The primary material change is the strategic expansion into the European market through the acquisition of TAAG. The transaction is expected to close on March 31, 2011, subject to conditions including Board approval, release of liens on TAAG assets, and compliance with French local law.

Outlook, Risks, and Contingencies

Management anticipates the acquisition will expand the Corporation's European customer base. However, the filing includes significant forward-looking statements subject to risks and uncertainties, including:

  • Failure to satisfy conditions for the TAAG acquisition.
  • Changes in economic conditions and competitive factors.
  • Market acceptance of products and changes in customer contracts.
  • Success in technology development and execution of the business model.

Investor Verification Checklist

  • Verify the exact identity of the registrant (Derycz Scientific, Inc.) versus the requested company name.
  • Confirm the status of the closing conditions, specifically the release of liens on TAAG assets and French regulatory approvals.
  • Review the specific net revenue targets required to trigger the five-year earn-out payment.
  • Assess the dilution impact of the 368,000 restricted shares upon closing.
  • Examine the attached press release (Exhibit 10.1) for additional strategic details.