MOCON, INC. (NASDAQ:MOCO) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02.
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Termination of a Material Definitive |
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On June 19, 2017, MOCON, Inc., a Minnesota corporation |
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Item.0. |
Completion of Acquisition or Disposition of |
On June 22, 2017, AMETEK, Inc., a Delaware corporation (AMETEK),
completed the previously announced acquisition of MOCON, through
the merger of AMETEK Atom, Inc., a Minnesota corporation and
wholly-owned subsidiary of AMETEK (Merger Sub), with and into
MOCON (the Merger), to the Agreement and Plan of Merger, dated as
of April 16, 2017, by and among AMETEK, Merger Sub and MOCON (the
Merger Agreement).
At the effective time of the Merger, each share of MOCONs common
stock, par value $0.10 per share (the MOCON Common Stock), issued
and outstanding immediately prior to the effective time (other
than (i)shares owned directly by AMETEK, Merger Sub or anydirect
or indirectwholly owned subsidiary of MOCON or AMETEK; and(ii)
shares held by shareholders who have not voted in favor of
approval of the Merger and have demanded and perfected, and not
withdrawn or lost, their right to dissent from the Merger and be
paid the fair value of their shares of MOCON Common Stock under
Minnesota law) was automatically cancelled and converted into the
right to receive $30.00 in cash, without interest, less any
applicable taxes required to be withheld. At the effective time
of the Merger, each outstanding stock option to purchase MOCON
Common Stock vested in full and was cancelled and converted into
the right to receive an amount in cash equal to (i)the number of
shares subject to the option multiplied by (ii)the excess of
$30.00 over the exercise price per share of such option, less any
required tax withholding. The purchase price was funded by AMETEK
with cash on hand.
The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Merger Agreement, a copy of
which is attached as Exhibit 2.1 to MOCONs Current Report on Form
8-K filed with the Securities and Exchange Commission (the SEC)
on April 17, 2017, which is incorporated by reference herein.
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Item.0. |
Notice of Delisting or Failure to Satisfy a |
On June 22, 2017, in connection with the Merger, MOCON notified
NASDAQ that the Merger had been completed and requested that
trading of MOCON Common Stock on NASDAQ be halted before the
opening of trading on June 22, 2017 and suspended as of the close
of business on June 22, 2017. MOCON also requested that NASDAQ
file with the SEC a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), on Form 25, thereby
effecting the delisting of the MOCON Common Stock from NASDAQ and
the deregistration of the MOCON Common Stock under Section 12(b)
of the Exchange Act. MOCON intends to file with the SEC a Form 15
to suspend its reporting obligations under Sections 13 and 15(d)
of the Exchange Act.
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Item.0. |
Material Modifications to Rights of Security |
The information set forth in Items 2.01 and 5.03 is incorporated
by reference herein.
Effective upon the closing of the Merger, MOCONs shareholders
immediately prior to the effective time of the Merger ceased to
have any rights as shareholders of MOCON (other than their right
to receive the applicable merger consideration or, if applicable,
shareholders who have not voted in favor of approval of the
Merger and have demanded and perfected, and not withdrawn or
lost, their right to dissent from the Merger and be paid the fair
value of their shares of MOCON Common Stock under Minnesota law).
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Item.0. |
Changes in Control of Registrant. |
The information set forth in Item 2.01 and Item 5.03 is
incorporated by reference herein.
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Item.0. |
Departure of Directors or Certain Officers; |
Effective upon the closing of the Merger, Constance Beck, James
O. Davis and Thomas C. Marecic, became the members of the board
of directors of MOCON. In connection therewith, all of the
existing members of the board of directors of MOCON resigned from
the board of directors of MOCON, and all committees thereof,
effective at the effective time of the Merger.
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Item.0. |
Amendments to Articles of Incorporation or Bylaws; |
Effective upon the closing of the Merger, the articles of
incorporation of MOCON were amended and restated in their
entirety as set forth in the Merger Agreement and the bylaws of
MOCON were amended to be the same as the bylaws of Merger Sub
immediately prior to the effective time of the Merger. The
Amended and Restated Certificate of Incorporation and the newly
adopted Bylaws of MOCON are attached hereto as Exhibits 3.1 and
3.2, respectively, and are incorporated by reference herein.
Robert L. Demorest and Elissa Lindsoe resigned their officer
positions with MOCON as Chief Executive Officer and Chief
Financial Officer, respectively, as of June 22, 2017.
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Item.0. |
Submission of Matters to a Vote of Security |
On June 21, 2017, MOCON held a special meeting of shareholders
(the Special Meeting) to consider certain proposals related to
the Merger Agreement. Each of the proposals considered and voted
on at the Special Meeting (as described below) was approved by
the requisite vote of MOCONs shareholders. For more information
on each of these proposals, see MOCONs definitive proxy statement
filed with the SEC on May 18, 2017.
As of May 15, 2017, the record date for the Special Meeting,
there were 5,896,445 shares of MOCON Common Stock outstanding and
entitled to vote, each of which was entitled to one vote on each
proposal at the Special Meeting. At the Special Meeting,
4,087,985.249 shares of MOCON Common Stock, representing
approximately 69.33% of the outstanding shares entitled to vote,
were present in person or by proxy, which constituted a quorum to
conduct business.
At the Special Meeting, the following proposals were considered
and voted on, and the final voting results for each proposal are
set forth below:
1. Proposal to approve and adopt the Merger Agreement and thereby
approve the transactions contemplated by the Merger Agreement,
including the Merger (the Merger Agreement Proposal).
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Votes for Approval |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
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4,032,089.537 |
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47,050.712 |
8,845.000 |
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2. Proposal to approve, by non-binding advisory vote,
compensation that will or may become payable by MOCON to its
named executive officers in connection with the Merger.
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Votes for Approval |
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Votes Against |
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Abstentions |
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Broker Non- Votes |
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3,684,788.837 |
367,741.021 |
35,455.391 |
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Because the Merger Agreement Proposal was approved, a proposal to
adjourn the Special Meeting to a later date or dates to solicit
additional proxies if there were insufficient votes to approve
and adopt the Merger Agreement Proposal at the time of the
Special Meeting was not needed and, therefore, no vote was taken
on that proposal.
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Item 9.01 |
Financial Statements and Exhibits. |
(d)Exhibits.
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Exhibit No. |
Description |
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3.1 |
Amended and Restated Articles of Incorporation of MOCON, |
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3.2 |
Bylaws of MOCON, Inc. |
MOCON INC ExhibitEX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm Exhibit 3.1 AMENDED AND RESTATEDARTICLES OF INCORPORATIONOFMOCON,…To view the full exhibit click here About MOCON, INC. (NASDAQ:MOCO)
MOCON, Inc. designs, manufactures, markets and services products, and provides consulting services, primarily in the test and measurement, analytical instrument and services markets. The Company’s segments are Permeation Products and Services (Permeation), Package Testing Products and Services (Package Testing), and Industrial Analyzer Products and Services and Other (Industrial Analyzers and Other). Its products include instruments that detect, measure and monitor gases and other chemical compounds. The Permeation segment includes instruments and services that measure the rate at which various gases and vapors permeate through a range of materials. The Package Testing segment manufactures and sells approximately three primary products, such as headspace analyzers, leak detection equipment and gas mixers. The Industrial Analyzers and Other segment manufactures and sells approximately two types of gas analyzer instruments, including gas chromatographs and total hydrocarbon analyzers.