SPAN-AMERICA MEDICAL SYSTEMS, INC. (NASDAQ:SPAN) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

8 years ago

SPAN-AMERICA MEDICAL SYSTEMS, INC. (NASDAQ:SPAN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 regarding the Top-Up Option and the Top-Up Shares is
incorporated into this Item 3.02 by reference. The Top-Up Option
was issued, and the Top-Up Shares will be issued if the Top-Up
Option is exercised, without registration under the Securities
Act of 1933, as amended (the Securities
Act), in reliance upon the exemption from
registration set forth in Section 4(a)(2) of the Securities Act.

Item 5.02.

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

As described in Item 1.01 above, all of the members of the
Companys board of directors, and certain of the Companys
officers, including without limitation the Companys Chief
Executive Officer, Jim Ferguson, Chief Financial Officer, Richard
Coggins and Named Executive Officers identified in the Companys
Proxy Statement for its 2017 Annual Meeting of Shareholders dated
January 20, 2017 and filed with the Commission on January 24,
2017 have entered into Option Cancellation Agreements. The
description of the Option Cancellation Agreements in Item 1.01 is
incorporated herein by reference but is not complete and is
qualified in its entirety by reference to the form of Option
Cancellation Agreement, which is filed as Exhibit10.2 to this
report and incorporated herein by reference.

Item 5.03.

Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On May 1, 2017, and effective as of that date, the Companys board
of directors amended the Companys Amended and Restated Bylaws
(the Bylaws) to:

(1)

add a new ARTICLE XI thereto to provide that the provisions
of Article 1 (entitled Control Shares Acquisitions) of
Chapter 2 of Title 35 of the Code of Laws of South Carolina
of 1976, as amended, do not apply to control share
acquisitions (as defined in such article) of shares of the
Company, and

(2)

add a new ARTICLEXII thereto, which designates the South
Carolina Court of Common Pleas, Thirteenth Judicial
Circuit, located in Greenville, South Carolina (the
SC Circuit Court) and, solely
if the SC Circuit Court does not have or accept
jurisdiction, the United States District Court for the
District of South Carolina, Greenville Division as the
sole and exclusive forum for certain legal actions,
unless the Company consents in writing to the selection
of an alternative forum.

The preceding description of the amendments to the Bylaws is
qualified in its entirety by reference to the copy of the
Amendment to the Companys Amended and Restated Bylaws attached
hereto as Exhibit 3.1 and incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

The Company issued a press release on May 1, 2017 announcing
the execution of the Merger Agreement, a copy of which is
attached hereto as Exhibit 99.1

Item 9.01.

Financial Statements and Exhibits.

2.1	Agreement and Plan of Merger, Dated May 1, 2017, by and among Savaria Corporation, Savaria (SC) Inc. and the Company.

3.1	Amendment to Amended Restated Bylaws of the Company.

10.1	Tender Support Agreement, dated May 1, 2017, by and among Savaria Corporation, Savaria (SC) Inc. and the Stockholders of the Company set forth on Schedule A thereto.

10.2	Form of Option Cancellation Agreement, dated May 1, 2017, by and among the Company and each of the parties set forth in the table at the beginning thereof.

99.1	Press Release, dated May 1, 2017.

About SPAN-AMERICA MEDICAL SYSTEMS, INC. (NASDAQ:SPAN)
SpanAmerica Medical Systems, Inc. (Span-America) manufactures therapeutic support surfaces, medical bed frames, patient positioners, mattress overlays and wheelchair cushions for the medical market. The Company also manufactures foam mattress pads and pillows for the consumer bedding market, as well as a range of foam products for the industrial market. The Company operates in two business segments: medical and custom products. In the medical segment, the Company manufactures and markets pressure management products, including Geo-Matt, PressureGuard, Geo-Mattress, Span-Aids, Custom Care and Isch-Dish products. In the custom products segment, it manufactures consumer mattress pads and pillows for the retail bedding market and various engineered foam products for the industrial market. The Company sells skin care products, fall protection products and in-room furniture used mainly in the long-term care portion of the medical market. SPAN-AMERICA MEDICAL SYSTEMS, INC. (NASDAQ:SPAN) Recent Trading Information
SPAN-AMERICA MEDICAL SYSTEMS, INC. (NASDAQ:SPAN) closed its last trading session down -0.04 at 21.74 with 345 shares trading hands.