UNITED STATES
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)
June 19, 2010
EF Johnson Technologies, Inc.
(Exact
name of Registrant as specified in Charter)
Delaware
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0-21681
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47-0801192
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1440 Corporate Drive, Irving, Texas
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75038
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrants
telephone number, including area code
(972) 819-0700
NA
(Former
name or former address, if changed since last report.)
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 (see
General Instruction A.2. below):
o
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive
Agreement
On June 19, 2010, EF
Johnson Technologies, Inc., a Delaware corporation (the Company),
entered into an Amendment to Agreement and Plan of Merger (the Amendment) by
and between the Company and EP-EF Holding Corporation, a Delaware corporation (Parent)
and FP-EF Corporation, a Delaware corporation and wholly-owned direct
subsidiary of Parent (Merger Sub), which amends the Agreement and Plan of
Merger, dated as of May 15, 2010, between the parties (the Merger
Agreement), to, among other things, increase the price per share to be
received by stockholders of the Company
in connection with the merger of Merger Sub with and into the Company from
$1.05 to $1.50 per share (the Merger Consideration).
In
addition to increasing the Merger Consideration, the Amendment (i) increases
the Parent Termination Fee from $2.0 million to $3.5 million, and the
Termination Fee from $1.0 million to $1.5 million, (ii) increases the Maximum
Transaction Expenses to $
3.25 million, and (iii) amends certain
representations and warranties contained in the Merger Agreement.
The foregoing description of
the Amendment is qualified in its entirety by reference to the full text of the
Amendment, a copy of which is filed as Exhibit 2.1 hereto, and is
incorporated into this report by this reference.
In connection with the
Amendment, Francisco Partners II, L.P. and Francisco Partners Parallel Fund II,
L.P., affiliates of Parent, have delivered to the Company an amendment to the
limited guarantee with respect to the payment of the Parent Termination Fee and
out-of-pocket expenses of the Company, to reflect the revised Parent
Termination Fee.
For
a description of the terms and conditions of the Prior Merger Agreement that
are material to the Company, please see the description set forth in the Form 8-K
of the Company filed on May 17, 2010, which is incorporated herein by
reference.
Item 8.01 Other Events
On June 21, 2010, the
Company issued a press release announcing the signing of the Amendment. A copy
of the press release is attached hereto as Exhibit 99.1 and incorporated
into this report by this reference.
Forward-Looking Statements
This document contains
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended. One can identify these
forward-looking statements by the use of the words such as expect, anticipate,
plan, may, will, estimate or other similar expressions. Because such
statements apply to future events, they are subject to risks and uncertainties
that could cause the actual results to differ materially. Important factors,
which could cause actual results to differ materially, including, without
limitation: the ability to obtain regulatory approvals of the acquisition on
the proposed terms and schedule; the failure of the Companys stockholders to
approve the acquisition; the risk that the acquisition may not be completed in
the time frame expected by the parties or at all; the risk that the businesses
will not be integrated successfully; and disruptions from the acquisition
making it more difficult to maintain relationships with customers, employees or
suppliers. Additional factors that may affect future results are described in
the Companys reports on Form 10-K and Form 10-Q filed with the
Securities and Exchange Commission (the SEC).
Additional Information
In connection with the
proposed transaction, the Company will file a proxy statement and relevant
documents concerning the proposed transaction with the SEC. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER PROXY
MATERIALS THAT THE COMPANY FILES WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND RELATED
MATTERS. You will be able to obtain the proxy statement, as well as other
filings containing information about the Company, free of charge, at the
website maintained by the SEC at www.sec.gov. Copies of the proxy statement and
other filings made by the Company with the SEC can also be obtained, free of
charge, by directing a request to EF Johnson Technologies, Inc., 1440
Corporate Drive, Irving, Texas 75038, Attention: Investor Relations.
Participants in the Solicitation
The directors and executive
officers of the Company and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed transaction. Information
regarding the Companys directors and executive officers is available in its Annual
Report on Form 10-K filed with the SEC on March 31, 2010 and its Form 10-K/A
filed with the SEC on April 30, 2010. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement and other relevant materials to be filed with the SEC when they
become available. Investors should read the proxy statement carefully when it
becomes available before making any voting or investment decisions.
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