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)
August 12, 2010
EF Johnson Technologies, Inc.
(Exact
name of Registrant as specified in Charter)
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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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Registrant’s
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):
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 2.01
Completion of Acquisition or Disposition of Assets.
As previously disclosed, on May 15,
2010, the EF Johnson Technologies, Inc. (the “Company”) entered into an
Agreement and Plan of Merger (the “Original Merger Agreement”) with FP-EF
Holding Corporation, a Delaware corporation (“Parent”), and FP-EF Corporation,
a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), as
amended by that Amendment to Agreement and Plan of Merger dated June 19,
2010 (the “Amendment,” together with the Original Merger Agreement, the “Merger
Agreement”). On August 12, 2010,
the Merger Sub was merged with and into the Company (the “Merger”), with the
Company surviving the Merger and becoming a wholly owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, each share of common stock of
the Company (including each restricted stock unit, which fully vested, but
excluding any shares of common stock owned by the Company or its subsidiaries)
was cancelled and converted into the right to receive $1.50 per share, without
interest. Each outstanding option to
purchase Company stock and stock settled appreciation right (“SSAR”) (whether
vested or unvested) was cancelled and converted into the right to receive a
cash payment equal to the excess, if any, of $1.50 over the exercise price of
such option or SSAR, without interest.
The foregoing description of the Merger and the Merger Agreement is not
complete and is qualified in its entirety by reference to the Original Merger
Agreement, which was attached as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 17,
2010, and the Amendment which was attached as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 21, 2010. Both
documents are incorporated herein by reference.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth
above under Item 2.01 of this Form 8-K is incorporated herein by
reference.
Following completion of the
Merger, the Company notified Nasdaq Global Market (“Nasdaq”) and requested that
Nasdaq (i) suspend trading in the Company’s common stock and
(ii) file with the Securities and Exchange Commission (“SEC”) an
application on Form 25 to report that the Company’s common stock is no
longer listed on Nasdaq. As a result, the Company’s common stock will no longer
be listed on Nasdaq. The Company also intends to file with the SEC a
certification on Form 15 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), requesting that its common stock be deregistered
and that its reporting obligations under Sections 13 and 15(d) of the
Exchange Act be suspended.
Item 3.03
Material Modification to Rights of Security Holders.
The information set forth
above under Item 3.01 is incorporated herein by reference.
Item 5.01
Change in Control of Registrant
As a result of the Merger, a
change of control of the Company occurred, and the Company has become a
wholly-owned subsidiary of Parent. The
information set forth above under Item 2.01 of this Form 8-K is
incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
Following consummation of
the Merger, each of Benjamin Ball, Ashutosh Agrawal and My Le Nguyen became
members of the Board of Directors (the “Board”) of the Company. Pursuant to the
terms of the Merger Agreement, the following individuals ceased to be members
of the Board: Bernard C. Bailey, Robert L. Barnett, Edward H. Bersoff, Veronica
A. Haggart, Michael E. Jalbert and Thomas R. Thomsen. Additionally,
Mr. Jalbert resigned as a member of the board of directors of the Company’s
subsidiaries and as an officer of the Company and its subsidiaries, and Norman
Stout was appointed Chief Executive Officer of the Company.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the
consummation of the Merger, the certificate of incorporation and bylaws of the
Merger Sub as in effect immediately prior to the merger, became the certificate
of incorporation and bylaws of the Company.
Item 5.07
Submission of Matters to a Vote of Security Holders.
A special meeting of
stockholders of the Company was held on August 11, 2010. The meeting was
held in order to vote upon the following proposals set forth in the Company’s
definitive proxy statement, filed with the SEC on July 6, 2010:
(i) to adopt the Merger Agreement and the merger and (ii) to adjourn
the special meeting, if necessary or appropriate, to solicit additional proxies
in the event that there were not sufficient votes at the time of the special
meeting to adopt the Merger Agreement and the merger. The proposals were
approved by the holders of a majority of the Company’s issued and outstanding
common stock. Results of the voting were as follows:
Proposal 1: Adoption of the
Merger Agreement and the Merger
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For
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Against
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Abstain
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Broker
Non-Votes
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14,912,688
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1,837,267
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138,701
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—
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Because the Merger Agreement
and merger were adopted by greater than a majority of the issued and
outstanding common stock, it was unnecessary to tally the votes for the second
proposal to adjourn the meeting.
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