Analogic Corporation (NASDAQ:ALOG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On October13, 2017, Analogic Corporation the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Voce Capital Management LLC (“Voce”). to the Cooperation Agreement, the Company agreed to (i)expand the size of its board of directors (the “Board”) to seven (7)members and to appoint Joseph E. Whitters (the “New Director”) to the Board to serve as a director of the Company until the Company’s 2018 Annual Meeting of Stockholders, scheduled to be held on December1, 2017 (the “2018 Annual Meeting”), (ii)include the New Director in the Company’s slate of recommended director candidates for election to the Board at the 2018 Annual Meeting, and (iii)solicit proxies in favor of the election of the New Director at the 2018 Annual Meeting. The Company also agreed to form a Strategic Alternatives Committee of the Board (the “Strategic Alternatives Committee”) comprised of three (3)independent directors, which committee will explore strategic alternatives for the Company, and agreed to invite Mr.Whitters to join the Strategic Alternatives Committee upon his appointment to the Board.
The Cooperation Agreement further provides that Voce will be subject to certain standstill and voting obligations until the earlier of (i)the public announcement by the Company of its entry into a Material Transaction (as defined in the Cooperation Agreement); (ii)the public announcement by the Company that it has ceased its strategic review process; (iii)June10, 2018; and (iv)such date, if any, of a material breach by the Company of its obligations under the Cooperation Agreement (subject to a ten (10)business day cure period). Such standstill and voting obligations include, among other things, that Voce and its affiliates and associates (i)will not participate in a proxy solicitation; and (ii)will vote all voting securities which such parties are entitled to vote in favor of all directors nominated by the Board and, subject to certain exceptions including the approval of a sale or merger of the Company, in accordance with the recommendation of the Board on other matters.
Voce also agreed to withdraw its notice, dated August30, 2017, in which it informed the Company of its intent to nominate candidates for election to the Board at the 2018 Annual Meeting.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 1.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.
On October13, 2017, contingent on the execution of the Cooperation Agreement, the Board voted to (i)increase the size of the Board from six (6)to seven (7)members; and (ii)appointed Mr.JosephE. Whitters to the Board, effective as of October13, 2017 to serve until the
2018 Annual Meeting. In connection with his appointment to the Board, Mr.Whitters was appointed to the Audit Committee and the Strategic Alternatives Committee.
Mr.Whitters will receive compensation in accordance with the compensation provided to the Company’s other non-employee directors as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November25, 2016.
Mr.Whitters has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item404(a) of Regulation S-K.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
ANALOGIC CORP ExhibitEX-10.1 2 d448370dex101.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 Execution Version COOPERATION AGREEMENT This Cooperation Agreement (this “Agreement”),…To view the full exhibit click here
About Analogic Corporation (NASDAQ:ALOG)
Analogic Corporation designs, manufactures and commercializes guidance, diagnostic imaging and threat detection technologies. The Company operates through three segments: Medical Imaging, Ultrasound, and Security and Detection. The Company’s Medical Imaging segment provides medical imaging systems and subsystems for computed tomography (CT), magnetic resonance imaging (MRI) and high-resolution digital mammography. The Company’s Ultrasound business segment provides ultrasound procedure guidance systems for the urology and surgery markets. The Company’s Security and Detection segment designs and manufactures automated threat detection systems for aviation baggage inspection applications utilizing medical CT technology and systems used for deoxyribonucleic acid (DNA) analysis for law enforcement and government agencies.
