SAJA Sajan, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 16, 2014

 

 

Sajan, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware
(State or other jurisdiction of incorporation)
000-051560		42-1881957
(Commission File Number)		(IRS Employer Identification No.)
625 Whitetail Blvd. River Falls, Wisconsin 54022
(Address of principal executive offices)  (Zip Code)
(715) 426-9505
(Registrant’s telephone number, including area code)
Not Applicable
(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:

 

¨ 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))

 

 

 

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the effective date of the one-for-four reverse split of Sajan, Inc. (the “Company”), effective at 11:59 pm ET on June 16, 2014, the total shares reserved for issuance pursuant to the Company’s 2014 Equity Incentive Plan will be proportionately reduced from One Million Five Hundred Thousand (1,500,000) shares to Three Hundred Seventy-Five Thousand (375,000) shares. The method of reducing reserved shares by counting awards that are settled in shares of common stock (not including options or stock appreciation rights) as one and one half (1.5) shares for purposes of reducing the pool and counting all other awards as one share will not be affected by the reverse split.

 

Additionally, the annual award limits for awards intended to qualify as performance-based compensation pursuant to Section 162(m) of the Internal Revenue Code will be proportionately reduced from Three Hundred Thousand Shares (300,000) to Seventy-Five Thousand (75,000). Finally, the automatic grants for non-employee directors shall be proportionately reduced from Fifteen Thousand (15,000) shares to Three Thousand Seven Hundred Fifty (3,750) shares upon initial election to the Board of Directors and from Ten Thousand (10,000) shares to Two Thousand Five Hundred (2,500) shares annually in connection with the annual meeting of stockholders of the Company.

 

Item 5.03.           Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 12, 2014, the stockholders of the Company authorized the Company’s Board of Directors (the “Board”) to effect a reverse split of Company common stock at a range between one-for-two and one-for-five. Following such approval, the Board formally authorized a one-for-four reverse stock split and approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”) to effect the one-for-four reverse split of the Company’s common stock, effective as of 11:59 pm ET on June 16, 2014. The Amendment was filed with the Secretary of State of the State of Delaware on June 16, 2014. A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01            Other Events.

 

On June 16, 2014, the Company issued a press release announcing that at the 2014 Annual Meeting of Stockholders its stockholders approved a proposal authorizing the Company’s Board to effect a reverse stock split of Company Common Stock at a range between one-for-two and one-for-five and that following such approval, the Board formally authorized a one-for-four reverse stock split, which is to be effective as of 11:59 pm ET on June 16, 2014. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

On June 16, 2014, the Company also issued a press release in which it announced certain revenue expectations for the Company’s second quarter ending June 30, 2014. The full text of the press release is furnished as Exhibit 99.2 to this Form 8-K.

 

 

Item 9.01            Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired: None.

 

(b)

Pro Forma Financial Information: None.

 

(c)

Shell Company Transactions: None.

 

(d)

Exhibits:

 

3.1

Certificate of Amendment of the Certificate of Incorporation of Sajan, Inc.

 

99.1

Press Release, dated June 16, 2014.

 

99.2

Press Release, dated June 16, 2014.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SAJAN, INC.
	By: /s/ Shannon Zimmerman
	Shannon Zimmerman, President and Chief Executive Officer
Date:  June 16, 2014

 

 

SAJAN, INC.

FORM 8-K CURRENT REPORT

INDEX TO EXHIBITS

 

Exhibit No.		Description
3.1		Certificate of Amendment of the Certificate of Incorporation of Sajan, Inc.
99.1		Press Release, dated June 16, 2014.
99.2		Press Release, dated June 16, 2014.

 

 

Exhibit 3.1 

 

 

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SAJAN, INC.

 

It is hereby certified that:

 

FIRST: The original Certificate of Incorporation of Sajan, Inc. (the “Corporation”), formerly known as MathStar, Inc., was filed with the Secretary of State of the State of Delaware on June 7, 2005 and was amended on May 23, 2008, and further amended on June 15, 2010 (the “Certificate of Incorporation”).

 

SECOND: Article 4.A of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

“ARTICLE 4.

Capital Stock

 

A.

 

1.          The total number of shares of all classes of stock that the Corporation shall have authority to issue is Forty-Five Million (45,000,000) shares consisting of: Thirty-Five Million (35,000,000) shares of common stock, $0.01 par value per share (“Common Stock”); and Ten Million (10,000,000) shares of preferred stock, $0.01 par value per share.

 

2.          Effective 11:59 p.m. on June 16, 2014 (the “Effective Time”), each four shares of Common Stock of the Corporation issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined, without any action on the part of the holder thereof, into one (1) share of fully paid and nonassessable Common Stock of the Corporation, subject to the treatment of fractional shares interests described as follows. No fractional shares of Common Stock shall be issued. No stockholder of the Corporation shall transfer any fractional shares of Common Stock. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common Stock. A holder of Common Stock immediately prior to the Effective Time who, after the Effective Time, would otherwise be entitled to a fraction of a share of Common Stock as a result of such combination shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the holder would otherwise be entitled multiplied by the last reported per share sale price of the Common Stock as of immediately prior to the Effective Time, as reported on an over-the-counter market quotation system (or if such price is not available, then such other price as determined by the Board of Directors) and as appropriately adjusted for such combination. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

 

THIRD: This amendment to the Certificate of Incorporation has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its President, as of June 16, 2014.

 

 

	SAJAN, INC.
	By:	/s/ Shannon Zimmerman
		Shannon Zimmerman
		President

 

 

 

Exhibit 99.1

 

PRESS RELEASE June 16, 2014
	For Immediate Release Contact: Tom Skiba email: tskiba@sajan.com phone: 715-426-9505

 

Sajan, Inc. Announces Reverse Stock Split

 

RIVER FALLS, Wis., June 16, 2014 – Sajan, Inc. (SAJA), a leading provider of global language services and translation management system technology, announced today that it intends to effect a reverse split of its common stock at a ratio of one post-split share for every four pre-split shares. The reverse stock split will become effective at 11:59 p.m. ET on Monday, June 16, 2014. Sajan’s common stock will continue to be traded on the OTCQB Market under the symbol “SAJA” and will begin trading on a split-adjusted basis when the market opens on Tuesday, June 17, 2014. At an annual meeting of stockholders held on June 12, 2014, Sajan’s stockholders granted the Board of Directors the discretion to effect a reverse stock split of Sajan’s common stock through an amendment to its Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-5.

 

At the effective time of the reverse stock split, every four shares of Sajan’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. The new CUSIP number for the common stock following the reverse stock split will be 79379T 202. The reverse stock split will reduce the number of shares of Sajan’s common stock outstanding from approximately 16,268,000 to approximately 4,067,000 shares. Proportional adjustments will be made to the number of shares of Sajan’s common stock issuable upon exercise or conversion of Sajan’s outstanding warrants and equity awards, as well as the applicable exercise price. Sajan’s authorized shares of common stock will not change and will remain at 35,000,000.

 

Shannon Zimmerman, CEO of Sajan, stated: “We believe that the current price of our common stock has a negative effect on the marketability of our existing shares and that this reverse stock split may make our common stock more attractive to a broader range of institutional and other investors.”

 

 

Information for Sajan Stockholders

 

Upon execution of the reverse split, Sajan stockholders will receive one new share of Sajan common stock for every four shares held. Record holders of Sajan common stock will receive a letter of transmittal shortly after the effective date with instructions for the exchange of existing stock certificates for post-reverse split shares. Wells Fargo Shareowner Services, the transfer agent for Sajan common stock, will act as the exchange agent, and can be contacted at 1-800-468-9716. Sajan will not issue fractional shares as a result of the reverse stock split. Stockholders who would otherwise be entitled to receive a fractional share of Sajan common stock will be entitled to receive a cash payment in lieu of the fractional share. Such cash payment will be equal to the closing price per share on the effective date of the reverse stock split multiplied by such stockholder’s fractional share.

 

For more information on the reverse stock split, please refer to Sajan’s proxy materials for its most recently held annual meeting of stockholders, which can be accessed through the investor portion of the company’s website: http://www.sajan.com/company/investors.html.

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements. The Company’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission, the Company’s press releases and oral statements made with the approval of an authorized executive officer, contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. The words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that indicate future events and trends identify forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including but not limited to those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 21, 2014, under the heading “Item 1A. Risk Factors.” The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

 

About Sajan

 

Sajan is a leading provider of global language translation and localization services, helping clients around the world expand seamlessly into any global market. The foundation of Sajan’s solution is its industry-leading language translation management system technology, Sajan Transplicity, which provides process automation and innovative multilingual content reuse to ensure schedule predictability, higher quality and cost efficiencies for its clients. By working closely with its clients, Sajan’s experienced team of localization professionals develops tailored solutions that lend flexibility to any large or small business that truly desires to “think globally but act locally.” Based in the United States, Sajan also has offices in Ireland, Spain and Singapore. Visit Sajan online at www.sajan.com.

 

# # #

 

 

Exhibit 99.2

 

PRESS RELEASE June 16, 2014
	For Immediate Release Contact: Courtney Huber email: chuber@sajan.com phone: 715-426-9505

 

Sajan, Inc. Announces Expectations of Record Revenue for 2^nd Quarter 2014

 

RIVER FALLS, Wis. – June 16, 2014: Sajan, Inc. (SAJA), a leading provider of global language services and translation management system technology, today reported that it expects its revenue for the second quarter ending June 30, 2014, to be in the range of $6,800,000 to $7,100,000. This compares to revenue of $6,133,000 generated during the same period last year.

 

“We believe in light of our announcement of a reverse stock split, it is important to let the market know that we are expecting a record quarter for revenue and that the second quarter will be our sixth consecutive quarter of double-digit revenue growth,” said Shannon Zimmerman, CEO of Sajan.

 

About Sajan

 

Sajan is a leading provider of global language translation and localization services, helping clients around the world expand seamlessly into any global market. The foundation of Sajan’s solution is its industry-leading language translation management system technology, Sajan Transplicity, which provides process automation and innovative multilingual content reuse to ensure schedule predictability, higher quality and cost efficiencies for its clients. By working closely with its clients, Sajan’s experienced team of localization professionals develops tailored solutions that lend flexibility to any large or small business that truly desires to “think globally but act locally.” Based in the United States, Sajan also has offices in Ireland, Spain and Singapore. Visit Sajan online at www.sajan.com.

 

 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for certain forward-looking statements. The Company’s Annual Report on Form 10-K, its Quarterly Report on Form 10-Q and other filings with the Securities and Exchange Commission, the Company’s press releases and oral statements made with the approval of an authorized executive officer, contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. The words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate” and other expressions that indicate future events and trends identify forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to those set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission on March 21, 2014, under the heading “Item 1A. Risk Factors.” The Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Registration Statement and Prospectus

 

The issuer has filed a registration statement (including a prospectus) with the SEC for an offering of common stock. The registration statement has not yet become effective, and the securities may not be sold nor may offers to buy the securities be accepted prior to the time the registration statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Before investing, prospective investors for the above-mentioned offering should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-328-4000.

 

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