SPAN-AMERICA MEDICAL SYSTEMS, INC.Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 below are incorporated herein by reference.
In connection with the consummation of the Merger, TD Bank, N.A.,
(TD Bank) the lender under the Amended Restated Loan Agreement
dated December 9, 2011, as amended, by and between the Company
and TD Bank (the Credit Facility) notified the Company that the
Credit Facility was terminated. No amounts were outstanding under
the Credit Facility at the time it was terminated.
Item 2.01.Completion of Acquisition or Dispositions of
Assets.
The information provided in the Introductory Note is incorporated
herein by reference.
As described in the Introductory Note above, on June 15, 2017,
Merger Sub accepted for payment all Shares validly tendered and
not validly withdrawn to the Offer on or prior to the Expiration
Time and will promptly pay for such Shares in accordance with the
terms and subject to the conditions of the Offer. Shortly
thereafter, the Merger was completed to Section 33-11-108 of the
SCBCA, with no Company shareholder vote required to consummate
the Merger. In connection therewith, at the Effective Time, the
Company became an indirect, wholly-owned subsidiary of Parent. As
a result, a change of control of the Company occurred.
The foregoing description of the Merger Agreement and the
transactions contemplated by the Merger Agreement (including the
Merger and the Offer) is only a summary and is subject to, and
qualified in its entirety by reference to, the full text of the
Merger Agreement, which was previously filed as Exhibit 2.1 to
the Companys Current Report on Form 8-K filed with the SEC on May
1, 2017 and is incorporated by reference herein as Exhibit 2.1 to
this Current Report on Form 8-K.
Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing.
The information provided in the Introductory Note, Item 2.01 and
Item 5.01 is incorporated herein by reference.
On June 16, 2017, in connection with the consummation of the
Offer and the Merger, the Company (i)notified the NASDAQ Global
Market (NASDAQ) of the consummation of
the Merger and (ii)requested that NASDAQ (x) suspend trading of
the Shares effective before the opening of trading on June 19,
2017, and (y) file with the SEC a Form 25 Notification of Removal
from Listing and/or Registration to delist and deregister the
Shares under Section 12(b) of the Exchange Act. Parent intends to
cause to be filed with the SEC, on behalf of the Company, a Form
15 requesting that the Shares be deregistered under Section 12(g)
of the Exchange Act and that the Companys reporting obligations
under Sections 13 and 15(d) of the Exchange Act be terminated.
Item 3.02.Unregistered Sales of Equity
Securities.
The information provided in the Introductory Note and Item 2.01
is incorporated herein by reference.
On June 15, 2017, the Company issued and sold 1,290,626 Shares
(the Top-Up Shares) to Merger Sub,
which resulted in Merger Sub owning more than 90% of the
outstanding Shares on a fully-diluted basis, in exchange for a
Promissory Note (as such term is defined in the Merger
Agreement) in the principal amount of US$37,428,154.00,
reflecting the purchase price of the Top-Up Shares. The Top-Up
Shares were issued and sold to Merger Subs decision to exercise
the Top-Up Option. The issuance and sale of the Top-Up Shares
were exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities
Act), to Section 4(a)(2) of the Securities Act,
as it did not involve a public offering of securities.
Item 3.03.Material Modification to Rights of Security
Holders.
The information provided in the Introductory Note and Items
2.01, 3.01 and 5.01 is incorporated herein by reference.
Item 5.01.Changes in Control of Registrant.
The information provided in the Introductory Note and Items
2.01, 3.01, 3.03 and 5.02 is incorporated herein by reference.
As a result of the closing of the Offer, a change of control of
the Company occurred on June 15, 2017, and as a result of the
Merger, the Company became an indirect, wholly-owned subsidiary
of Parent on June 16, 2017. The total amount of the
consideration payable in connection with the change in control
transaction, including the Offer and the Merger, is
approximately $80.2 million. Parent has provided Merger Sub
with sufficient funds to purchase all Shares accepted for
payment in the Offer and to pay the consideration payable in
the Merger.
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Item 5.02. |
Departure of Directors or Certain Officers; |
The information provided in the Introductory Note and Item 2.01
is incorporated herein by reference.
to the terms of the Merger Agreement, as of June 16, 2017, the
sole member of the board of directors of Merger Sub immediately
prior to the Effective Time became the sole member of the board
of directors of the Company as of the Effective Time. The new
member of the Companys board of directors is Mr. Marcel
Bourassa. Information about Mr. Bourassa has been previously
disclosed on Schedule I of the Offer to Purchase filed with the
Parent and Merger Subs Tender Offer Statement on Schedule TO on
May 17, 2017 and in the Companys Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the SEC on May 17, 2017,
which information is incorporated herein by reference. On June
16, 2017, each member of the Companys board of directors ceased
to be a member of the Companys board of directors and a member
of the committees of the Companys board of directors as of the
Effective Time.
to the terms of the Merger Agreement, as of June 16, 2017, each
of the officers of Merger Sub immediately prior to the
Effective Time became the officers of the surviving corporation
of the Merger. As a result, Mr. Bourassa was appointed as
President of the Company. Information about Mr. Bourassa has
been previously disclosed on Schedule I of the Offer to
Purchase as filed with the Parent and Merger Subs Tender Offer
Statement on Schedule TO on May 17, 2017 and in the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 filed
with the SEC on May 17, 2017, which information is incorporated
herein by reference. As of the Effective Time, all of the
Companys executive officers will cease to be executive officers
of the Company.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits |
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2.1 |
Agreement and Plan of Merger, dated May 1, 2017, by and |
