Key Technology, Inc. (NASDAQ:KTEC) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Offer, the Company repaid all outstanding indebtedness and all accrued and unpaid interest under the Revolving Credit, Term Loan and Security Agreement, dated July20, 2015 (as amended, the “Loan Agreement”), by and between the Company and PNC Bank, National Association (“PNC”) and terminated the Loan Agreement. The aggregate amount paid in satisfaction of the Company’s obligations under the Loan Agreement included a prepayment premium of approximately $97,000.
Item 1.02 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on March20, 2018, Purchaser accepted for payment all Shares validly tendered in the Offer, and not validly withdrawn, on or prior to the Expiration Time and will promptly pay for all such Shares to the Offer. Shortly thereafter, Purchaser exercised the Top-Up Option and the Merger was consummated Section60.491 of the OBCA, without any vote or other action of the shareholders of the Company required to consummate the Merger. At the Effective Time, the Company became a wholly-owned subsidiary of Parent. As a result, a change of control of the Company occurred.
The aggregate consideration in the Offer and the Merger to purchase all of the outstanding Shares and for payments with respect to Company Stock-Based Awards is approximately $173.0 million in cash. Duravant has funded the consideration for the Shares and Company Stock-Based Awards acquired in the Offer and the Merger and related transaction expenses through a combination of cash on hand and the proceeds of $185.0million in incremental term loans.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement (including the Merger and the Offer) is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January31, 2018 and is incorporated herein by reference.
Item 1.02 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
On March20, 2018, in connection with the consummation of the Offer and the Merger, the Company (i)notified the NASDAQ Global Select Market (“NASDAQ”) of the consummation of the Merger and (ii)requested that NASDAQ (x)suspend trading of the Shares effective after the close of trading on March20, 2018, and (y)file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Shares, which previously traded under the symbol “KTEC”, ceased to be traded on NASDAQ after the close of trading on March20, 2018. The Company intends to file with the SEC a Form 15 requesting that the Shares be deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.
The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 1.02 Unregistered Sale of Equity Securities.
In order to consummate the Merger, and to Section1.4 of the Merger Agreement, on March20, 2018, Purchaser exercised its top-up option (the “Top-Up Option”) to purchase from the Company at a price per Share equal to the Offer Price paid in the Offer 2,438,115 newly issued, fully paid and nonassessable Shares (the “Top-Up Shares”). Purchaser paid for the Top-Up Shares by delivery of (i)approximately $244,000 in cash, an amount equal to $0.10 per Share in cash; and (ii)a one-year full recourse promissory note in the principal amount of approximately $65.0million. The Top-Up Shares, when added to the number of Shares directly or indirectly owned by Parent and Purchaser at the time of exercise of the Top-Up Option, constituted one Share more than 90% of the Shares outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis (which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule, or other terms and conditions thereof). The Top-Up Shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from registration to Section4(a)(2) of the Securities Act, as a transaction by an issuer not involving a public offering.
Item 1.02 Material Modification to Rights of Security Holders.
The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 1.02 Change in Control of Registrant.
The information contained in the Introductory Note and Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Item 1.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Merger, to the terms of the Merger Agreement, at the Effective Time, the directors of Purchaser immediately prior to the Effective Time, Michael J. Kachmer, Craig Reuther and David Parker, replaced the existing directors of the Company, Robert M. Averick, Richard Lawrence, John J. Ehren, John E. Pelo, Michael L. Shannon, Charles H. Stonecipher, Donald A. Washburn and Paul J. Wolf, who resigned.
In connection with the consummation of the Merger, immediately following the Effective Time, the Company’s Board of Directors replaced all of the existing officers of the Company and appointed Michael J. Kachmer as Chief Executive Officer, John J. Ehren as President, Craig Reuther as Chief Financial Officer, Treasurer and Secretary and Jeffrey T. Siegal as Vice President of Finance. Each such former officer remains an employee of the Company.
Information regarding the new directors and officers has been previously disclosed in Schedule I of the Offer to Purchase as filed with the Tender Offer Statement on Schedule TO, originally filed by Parent and Purchaser on February8, 2018, or in the Company’s Proxy Statement on Schedule 14A, originally filed by the Company on January2, 2018.
Item 1.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the consummation of the Merger, the Company’s articles of incorporation, as restated, and its bylaws, as amended and restated, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the articles of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 1.02.
Item 1.02 Exhibits.
(d) Exhibits.
KEY TECHNOLOGY INC ExhibitEX-3.1 2 d544941dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF KEY TECHNOLOGY,…To view the full exhibit click here
About Key Technology, Inc. (NASDAQ:KTEC)
Key Technology, Inc. is a supplier of process automation solutions to the food processing industry and other industries, such as tobacco and pharmaceuticals. The Company designs, manufactures, sells and services automation equipment that processes product streams of discrete pieces. These systems integrate electro-optical automated inspection and digital sorting systems with other processing systems that include specialized conveying and preparation equipment. The Company provides parts and service for each of its product lines to customers around the world. Its automated inspection systems are used in various applications to detect and remove defects and foreign material from the product stream. It offers conveying and processing equipment, which are utilized throughout various industries to move and process product within a production plant. Its Integrated Solutions Group (ISG) provides integrated whole-line solutions. It has an installed base of inspection and processing systems.