IMATION CORP. (NYSE:IMN) Files An 8-K Regulation FD Disclosure
Item 7.01
| Regulation FD Disclosure. |
Attached as Exhibit 99.1 hereto is an updated presentation (the
Presentation) that representatives of Imation Corp. (the Company
or we) plan to use with investors relating to, among other
things, the transactions contemplated by the Transaction
Documents (as defined below).
Exhibit99.1 attached hereto shall not be deemed filed for
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as
amended (the Securities Act) or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Additional Information About the Proposals and Where to
Find It
The Company has filed with the U.S. Securities and Exchange
Commission (SEC) a definitive proxy statement in connection with
a special meeting of the Companys stockholders (the Special
Meeting) with respect to the following proposals (the Proposals):
(1) to approve the issuance of up to 15,000,000 shares of common
stock of the Company (the Capacity Shares) to Clinton Group, Inc.
(Clinton Group); (2) to approve (i) an amendment to Imations
Restated Certificate of Incorporation to effect, at the
discretion of Imations Board of Directors (the Board) and at any
time prior to January 31, 2018, a reverse stock split using a
ratio, to be established by the Board in its sole discretion,
within a range of 1:2 to 1:20 and (ii) a reduction of the number
of authorized shares of the Companys common stock in a
corresponding proportion; and (3) to adjourn the Special Meeting
to a later date or time, if necessary, to permit further
solicitation and vote of proxies. The Company has mailed the
definitive proxy statement and other relevant documents to its
stockholders in connection with its solicitation of proxies for
the Special Meeting to approve the Proposals. This Current Report
on Form 8-K and the Presentation (collectively, this
Communication) do not contain all the information that should be
considered concerning the Proposals. This Communication is not
intended to provide the basis for any investment decision or any
other decision in respect to the Proposals. The Companys
stockholders and other interested persons are advised to read the
definitive proxy statement and other relevant documents delivered
to its stockholders in connection with the Companys solicitation
of proxies for the Special Meeting, as these materials contain
important information about the Company and the Proposals. The
definitive proxy statement has been mailed to stockholders of the
Company as of January 6, 2017, the record date established for
voting on the Proposals. Stockholders are also able to obtain
copies of the definitive proxy statement and other documents
filed with the SEC, without charge, at the SECs web site at
(www.sec.gov), or by directing a request to: Imation Corp., 1099
Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128, Attn:
Corporate Secretary, (651) 704-4311.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of the Company in connection with the Proposals.
Information regarding the special interests of these directors
and executive officers in the Proposals is included in the
definitive proxy statement referred to above. Additional
information regarding the directors and executive officers of the
Company is also included in the Companys Annual Report on Form
10-K for the year ended December 31, 2015, which is available
free of charge at the SECs web site (www.sec.gov) and at the
address described above and is also included in the definitive
proxy statement.
Forward Looking Statements
This Communication includes forward looking statements within the
meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not historical facts, and involve risks and
uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
expects, believes, anticipates, intends, estimates, seeks and
variations and similar words and expressions are intended to
identify such forward-looking statements. Such forward-looking
statements with respect to the transactions contemplated by the
Subscription Agreement, the Capacity and Services Agreement and
the Registration Rights Agreement relating to the issuance of the
Capacity Shares (collectively, the Transaction Documents) are
based on current expectations that are subject to risks and
uncertainties. A number of factors could cause actual events,
performance or results to differ materially from the events,
performance and results discussed in the forward-looking
statements. These factors include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Transaction Documents
and the proposed transactions contemplated thereby, (2) the
outcome of any legal proceedings that may be instituted against
the Company or others following announcement of the transactions
contemplated by the Transaction Documents; (3) the inability to
complete the transactions contemplated by the Transaction
Documents due to the failure to obtain approval of the
stockholders of the Company or other conditions to closing in the
Transaction Documents, (4) delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary
regulatory approvals or complete regulatory reviews required to
complete the transactions contemplated by the Transaction
Documents; (5) the risk that the proposed transactions disrupt
current plans and operations as a result of the announcement and
consummation of the transactions described in this Communication;
(6) the ability to recognize the anticipated benefits of the
Proposals; (7) costs related to the proposed transactions; (8)
changes in applicable laws or regulations; (9) the possibility
that the Company or Clinton Group may be adversely affected by
other economic, business, and/or competitive factors; and (10)
other risks and uncertainties indicated from time to time in the
definitive proxy statement relating to the Proposals and other
filings with the SEC by the Company (including those described
under Risk Factors in such other filings). Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and the Company undertakes
no obligation to update or revise any forward-looking statements
whether as a result of new information, future events or
otherwise, except as required by law.
Disclaimers
This Communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
the Proposals or an offer to sell or the solicitation of an offer
to buy the Capacity Shares or any other security. The Capacity
Shares have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements. An investment in the
Company is not an investment in Clinton Group. The historical
results of Clinton Group and other data on past performance
contained in this Communication are not necessarily indicative of
future performance of the Company or its subsidiaries.
This Communication does not constitute an offer of any investment
fund we may sponsor.
This Communication does not constitute an offer to sell or a
solicitation to buy any securities in any private investment
vehicle managed by GlassBridge (collectively, the
GlassBridge-Managed Funds), and may not be relied upon in
connection with any offer or sale of securities. Any such offer
or solicitation may only be made to the current Confidential
Private Offering Memorandum (or similar document) for any such
GlassBridge-Managed Fund, which are provided only to qualified
offerees and which should be carefully reviewed prior to
investing. This Communication does not constitute an offer to
sell or a solicitation to buy any securities in any private
investment vehicle managed by Clinton Group or its affiliates
(collectively, the Clinton-Managed Funds), and may not be relied
upon in connection with any offer or sale of securities. Any such
offer or solicitation may only be made to the current
Confidential Private Offering Memorandum (or similar document)
for any such Clinton-Managed Fund, which are provided only to
qualified offerees and which should be carefully reviewed prior
to investing.
In addition, GlassBridge Asset Management, LLC (GlassBridge) is a
newly formed entity and the GlassBridge funds are currently in a
formation stage; therefore, the information provided in this
Communication regarding GlassBridges and the funds policies,
procedures, and processes, which are based on GlassBridges
expectation on how operations will be conducted, is preliminary,
is subject to change, and may not conform to actual operational
experience. GlassBridge is not currently registered with the SEC
as an investment adviser under the U.S. Investment Advisers Act
of 1940, as amended, or under similar state laws, and nothing in
this Communication constitutes investment advice with respect to
securities.
GlassBridge and the funds have no operating history upon which
prospective investors can evaluate their performance. The past
investment performance of Clinton Group, or entities with which
it has been associated, may not be construed as an indication of
the future results of the GlassBridge funds. The GlassBridge
funds investment programs should be evaluated on the basis that
there can be no assurance that Clinton Groups assessment of the
short-term or long-term prospects of investments will prove
accurate or that any GlassBridge fund will achieve its investment
objective. GlassBridges multi-strategy fund is expected to launch
with Clinton Groups quantitative strategy as the sole initial
strategy of the fund, and GlassBridge will seek to add other
strategies to the multi-strategy fund throughout 2017.
Certain clients, principals, affiliates and officers of Clinton
Group are stockholders of the Company which may present certain
conflicts of interest. The existence of potential conflicts of
interest between the Company and the clients, principals,
affiliates and officers of Clinton Group that are stockholders of
the Company does not mean that there will be actual conflicts of
interest. Further, the existence of an actual or potential
conflict of interest does not mean that it will be acted upon to
the detriment of any stockholder.
Trademarks
This Communication includes trademarks and tradenames owned by
the Company and its subsidiaries, including Imation, GlassBridge,
Nexsan and UNITY. Solely for convenience, these trademarks or
tradenames may appear without the or symbols, but such references
are not intended to indicate in any way that the Company will not
assert, to the fullest extent, the Companys rights to use these
trademarks and tradenames.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
We incorporate by reference herein the Exhibit Index following
the page to this Current Report on Form 8-K.
About IMATION CORP. (NYSE:IMN)
Imation Corp. is a data storage and data security company. The Company operates in two business segments: Tiered Storage and Security Solutions (TSS), which consists of its commercial storage media and storage and security solutions (i.e. Nexsan and IronKey) businesses, and Consumer Storage and Accessories (CSA), which consists of its consumer storage media and audio and accessories businesses. Its Nexsan segment consists of storage systems portfolio, which ranges from dense storage products to unified storage solutions for small and medium commercial businesses, enterprise and government customers. Its IronKey segment line include the hardware encrypted universal serial bus (USB) drives, personal computer (PC) on a stick workspaces for Microsoft windows to go, and cloud-based or device management solutions. Its Storage Media and Accessories business segment distributes various products through retail and commercial channels across the world. IMATION CORP. (NYSE:IMN) Recent Trading Information
IMATION CORP. (NYSE:IMN) closed its last trading session down -0.010 at 0.800 with 77,240 shares trading hands.