Sajan, Inc. (NASDAQ:SAJA) Files An 8-K Completion of Acquisition or Disposition of Assets

Sajan, Inc. (NASDAQ:SAJA) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.

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On July 19, 2017, the acquisition of Sajan, Inc., a Delaware corporation (the “Company”), by Amplexor USA Inc., a Delaware corporation (“Buyer”), was consummated to the terms of the previously announced Agreement and Plan of Merger, dated as of April 25, 2017 (the “Merger Agreement”), by and among the Company, Buyer, and Amplexor Falcon, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”). to the Merger Agreement, Merger Sub merged with and into the Company with the Company remaining as the surviving corporation and a wholly-owned subsidiary of Buyer (the “Merger”).

At the effective time of the Merger, each share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), that was issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the Company’s treasury immediately prior to the effective time of the Merger, which were cancelled and retired without payment, and any dissenting shares) were cancelled and converted into the right to receive the merger consideration of $5.83 per share in cash, without interest and subject to any applicable withholding taxes. Each option to acquire shares of Company Common Stock (each, a “Company Stock Option”) that was outstanding immediately prior to the effective time of the Merger, whether or not then vested or exercisable, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, the holder of that Company Stock Option or any other person, immediately accelerated and vested and became exercisable and was cancelled and converted into the right to receive from Buyer and the Company an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the excess, if any, of the per share merger consideration over the per share exercise price of such Company Stock Option, less any applicable tax withholding.

Based on the merger consideration of $5.83 per share and the number of shares of Company Common Stock and Company Stock Options outstanding immediately prior to the effective time of the Merger, the purchase price for the Company was approximately $28.5 million.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby 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 was included as Exhibit2.1 to the Current Report on Form8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on April26, 2017, and which is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

On July 19, 2017, the Company notified The NASDAQ Stock Market (“NASDAQ”) of the effectiveness of the Merger. As a result of the Merger, the Company will no longer fulfill the numerical listing requirements of NASDAQ. Accordingly, on July 19, 2017, at the Company’s request, NASDAQ filed with the SEC a Notification of Removal from Listing and/or Registration under Section12(b)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form25, to delist and deregister the shares of the Company Common Stock from NASDAQ. The Company intends to file with the SEC a Form15 under the Exchange Act to deregister the Company Common Stock and suspend the Company’s reporting obligations under Sections 13 and 15(d)of the Exchange Act.Trading of shares of the Company Common Stock on NASDAQ ceased as of the close of trading on July 19, 2017.

Item 3.03. Material Modification to Rights of Security Holders.

At the effective time of theMerger, stockholders of the Company immediately prior to the completion of theMergerceased to have any rights as stockholders of the Company other than the right to receive themerger consideration in accordance with theMergerAgreement. The information set forth in Item 2.01 and Item 5.03 of this Current Report on Form8-Kis incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report on Form8-Kis incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements to Certain Officers.

In connection with the Merger, all directors and officers of the Company resigned from their respective positions as directors and/or officers of the Company and each of its subsidiaries and affiliated entities effective as of the effective time of the Merger.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, (i)the Company’s certificate of incorporation was amended and restated in accordance with the Merger Agreement and (ii)the bylaws of Merger Sub in effect immediately prior to the effective time of the Merger became the bylaws of the Company. A copy of the amended and restated certificate of incorporation of the Company is included as Exhibit 3.1 to this Current Report on Form8-Kand is incorporated herein by reference, and a copy of the amended and restated bylaws of the Company is included as Exhibit 3.2 to this Current Report on Form8-Kand is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 19, 2017, the Company held a special meeting of stockholders, at which stockholders of the Company were asked to consider and vote on (1) a proposal to approve and adopt the Merger Agreement and approve the Merger and (2) a proposal to approve, on a non-binding and advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger. The voting results for each matter were as follows:

1.The stockholders approved and adopted the Merger Agreement and approved the Merger.

For

Against

Abstain

3,367,412 1,726 11,253
2. The stockholders approved, on a non-binding and advisory basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.

For

Against

Abstain

3,209,866 11,278 159,247
3. The stockholders approved the proposal to adjourn special meeting, if necessary or appropriate, including to solicit additional proxies if there were insufficient votes at the time of the special meeting to approve the Merger and adopt the Merger Agreement or in the absence of a quorum.

For

Against

Abstain

3,313,566 66,663

On July 19, 2017, the Company issued a press release announcing that it consummated the Merger. A copy of the press release is included with this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated April 25, 2017 by and among Sajan, Inc., Amplexor USA Inc., and Amplexor Falcon, Inc.*
3.1 Amended and Restated Certificate of Incorporation.
3.2 Amended and Restated Bylaws.
99.1 Press Release issued by Sajan, Inc. dated July 19, 2017.

* Included as Exhibit2.1 to the Current Report on Form8-K filed by the Company with the SEC on April26, 2017. Certain schedules and exhibits to this agreement have been omitted to Item 601(b)(2) of Regulation S-K.Sajan, Inc. agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAJAN, INC.
By: /s/ Thomas P. Skiba
Thomas P. Skiba, Chief Financial Officer
Date: July 20, 2017

SAJAN, INC.

FORM 8-K CURRENT REPORT

INDEX TO EXHIBITS

Exhibit No. Description
2.1 Agreement and Plan of Merger dated April 25, 2017 by and among Sajan, Inc., Amplexor USA Inc., and Amplexor Falcon, Inc.*
3.1 Amended and Restated Certificate of Incorporation.
3.2 Amended and Restated Bylaws.
99.1 Press Release issued by Sajan, Inc. dated July 19, 2017.

* Included as Exhibit2.1 to the Current Report on Form8-K filed by the Company with the SEC on April26, 2017. Certain schedules and exhibits to this agreement have been omitted
SAJAN INC Exhibit
EX-3.1 2 v471056_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   AMENDED AND RESTATED   CERTIFICATE OF INCORPORATION   OF   SAJAN,…
To view the full exhibit click here

About Sajan, Inc. (NASDAQ:SAJA)

Sajan, Inc. (Sajan) is a provider of language translation solutions. The Company provides language translation services and technology solutions to companies located throughout the world, particularly in the technology, consumer products, medical and life sciences, financial services, manufacturing and retail industries. The Company’s customers use its solutions to translate sales and marketing materials, packaging, user manuals, technical support and training documents, product manuals, instructions, warnings and other product information into various languages. The Transplicity platform not only incorporates modernized technological capabilities, but also provides a personalizable user interface. SiteSync is a technology component that automates global Website translation and ongoing management. Its services also include machine translation solutions, multilingual search engine optimization, linguistic quality assessment, internationalization assessments and interpretation.

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