ARIS Ari Network Services, Inc. (MM)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  August 29, 2017

ARI NETWORK SERVICES, INC.

(Exact name of registrant as specified in its charter)

(414) 973-4300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

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EXPLANATORY NOTE

On August 29, 2017, ARI Networks Services, Inc., a Wisconsin corporation (“ARI”), completed its previously announced merger with a company formed at the direction of the True Wind Capital, L.P. (“TWC”).  Pursuant to the Agreement and Plan of Merger dated as of June 20, 2017 (the “Merger Agreement”), by and among ARI, Expedition Holdings LLC, a Delaware limited liability company (“Parent”), and Expedition Merger Sub, Inc., a Wisconsin corporation and a direct wholly owned subsidiary of Parent (the “Merger Sub”), Merger Sub merged with and into ARI (the “Merger”), with ARI surviving the Merger as a direct wholly owned subsidiary of Parent.  

Item 1.02.

Termination of a Material Definitive Agreement

Concurrently with consummation of the Merger, that certain Loan and Security Agreement dated as of April 26, 2013 by and among ARI, Project Viking II Acquisition, Inc., and Silicon Valley Bank (as amended, amended and restated, supplemented or otherwise modified from time to time) and all obligations (other than unasserted contingent obligations), indebtedness and security interests outstanding thereunder were paid off and extinguished.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

Under the terms of the Merger Agreement, each share of ARI common stock, par value $0.001 per share (“Common Stock”) issued and outstanding immediately prior to the effective time of the Merger, other than shares owned by Parent, Merger Sub or any other subsidiary of Parent, was cancelled and converted into the right to receive $7.10 per share in cash without interest, less any applicable withholding taxes.  Each outstanding options to purchase shares of Common Stock (whether or not then vested or exercisable) at the effective time of the Merger was cancelled and converted into the right of to receive an amount in cash equal to: (x) $7.10, minus (y) the sum of (1) the exercise price per share of Common Stock of such option, and (2) any applicable withholding amounts. Each outstanding restricted share (other than the performance restricted shares described below) immediately prior to the effective time of the Merger was converted into the right to receive an amount in cash equal to $7.10, less any applicable withholding amounts. Each vested performance restricted share was converted into the right to receive an amount in cash equal to $7.10, less any applicable withholding amounts. Each restricted stock unit (“RSUs”) outstanding at the effective time of the Merger entitles the holder to receive an amount for each share of Common Stock in respect of which such holder received an RSU equal to (x) $7.10, less (y) any applicable withholding amounts.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Concurrently and in connection with the completion of the Merger, Parent and ARI have entered into that certain Credit Agreement, dated as of August 29, 2017, by and among Parent, Merger Sub, ARI, the other persons party thereto designated as loan parties, the lenders from time to time party thereto and AB Private Credit Investors LLC, as administrative agent (the “Credit Agreement”).

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Item 3.01.