SEVCON, INC. (NASDAQ:SEV) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.

(d) As of the effective time of the Merger, to the terms of the Merger Agreement, RonaldT. Hundzinski, ThomasJ. McGill and JohnJ. Gasparovic became the members of the board of directors of Sevcon, replacing the prior members of the board.

(a) On September22, 2017, the amended and restated certificate of incorporation of Sevcon, as amended to date, was further amended by adding, immediately after Section7(e) of Article FOURTH.II, Section7 thereof, the following:

(f) Notwithstanding anything to the contrary contained herein, in connection with the merger contemplated by that certain Agreement and Plan of Merger, dated as of July14, 2017 (as amended in accordance with its terms, the “Merger Agreement”), by and among BorgWarner Inc., Slade Merger Sub Inc. and the Corporation, each share of Series A Preferred shall be converted into the right to receive the applicable Per Preferred Share Merger Consideration set forth in the Merger Agreement, in accordance with the terms and subject to the conditions set forth therein.

(b) On September27, 2017, at the effective time of the Merger, the amended and restated certificate of incorporation of Sevcon, as so amended, was further amended in its entirety, and the bylaws of Sevcon were amended in their entirety, to be in the forms of Exhibits3.1 and 3.2 hereto, respectively, which documents are incorporated herein by reference.

(c) On September27, 2017, as of the effective time of the Merger, Sevcon’s fiscal year end was changed to December31.

On September22, 2017, Sevcon held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement. More information on each of these proposals is contained in Sevcon’s definitive proxy statement for the Special Meeting filed with the SEC on August21, 2017.

As of August15, 2017, the record date for the Special Meeting, there were 5,693,408 shares of common stock outstanding and entitled to vote, each of which was entitled to one vote on each proposal at the Special Meeting, and there were 421,084 shares of SeriesA convertible preferred stock outstanding and entitled to vote, each of which was entitled to one vote on the Charter Amendment Proposal, as described below, at the Special Meeting. At the Special Meeting, holders of 5,070,737 shares of common stock, representing approximately 89% of the outstanding shares of common stock entitled to vote, and holders of 353,844 shares of SeriesA convertible preferred stock, representing approximately 84% of the outstanding shares of Series A convertible preferred stock 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, each of which was approved by the requisite vote of Sevcon’s stockholders. The vote for each proposal was as follows:

1. Proposal to approve and adopt the Merger Agreement (the “Merger Agreement Proposal”)

Holders of common stock:

2. Proposal to approve and adopt an amendment to Sevcon’s amended and restated certificate of incorporation to provide that, at the effective time of the Merger, each holder of Series A convertible preferred stock would be entitled to receive the consideration provided for in the Merger Agreement for each share owned by such holder (the “Charter Amendment Proposal”).

Holders of common stock:

Holders of Series A convertible preferred stock:

3. Proposal to approve, by non-binding advisory vote, compensation that will or may become payable by Sevcon to its named executive officers in connection with the Merger.

Holders of common stock:

Because the Merger Agreement and Charter Amendment Proposals were 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 and/or the Charter Amendment Proposal at the time of the Special Meeting was not needed and, therefore, no vote was taken on that proposal.

SEVCON, INC. Exhibit
EX-3.1 2 d439219dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEVCON,…
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About SEVCON, INC. (NASDAQ:SEV)

Sevcon, Inc. designs and sells motor controllers for zero emission electric and hybrid vehicles (EVs), under the Sevcon name. The Company operates through two segments: electronic controls and capacitors. The electronic controls segment produces microprocessor-based control systems for zero emission and hybrid electric vehicles. The capacitor segment produces metalized film capacitors for sale to electronic equipment manufacturers. Its controls are used to vary the speed and movement of vehicles. The Company’s customers are manufacturers of on and off-road vehicles, including cars, trucks, buses, motorcycles, fork lift trucks, aerial lifts, mining vehicles, airport tractors and other electrically powered vehicles. Its products and accessories for two wheel pure EVs, four wheel pure EVs, hybrid vehicles and industrial electric vehicles include alternating current (AC) controllers, direct current (DC) controllers, battery chargers, DC/DC converters, displays and power steering.