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): October 1, 2009
VERICHIP CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33297
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06-1637809
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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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1690 SOUTH CONGRESS AVENUE,
SUITE 200
DELRAY BEACH, FLORIDA
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33445
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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:
561-805-8008
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(Former name or former address if changed since last report.)
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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:
þ
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 1.01. Entry into a
Material Definitive Agreement.
On October 1,
2009, VeriChip Corporation, a Delaware corporation (“VeriChip”),
Steel Vault Corporation, a Delaware corporation (“Steel Vault”) and
VeriChip Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of VeriChip (the “Acquisition Subsidiary”) entered into Amendment
No. 1 to the Agreement and Plan of Reorganization (“Amendment
No. 1”). Amendment No. 1 amends the Agreement and Plan of
Reorganization (the “Merger Agreement”) dated September 4,
2009, pursuant to which the Acquisition Subsidiary will be merged with and into
Steel Vault, with Steel Vault surviving and becoming a wholly-owned subsidiary
of VeriChip (the “Merger”).
Amendment No. 1
provides that any fractional shares of VeriChip common stock issuable as merger
consideration shall be exchanged for an amount of cash (without interest) equal
to such fractional amount multiplied by the average of the daily closing sales
prices of a share of VeriChip common stock as reported on the NASDAQ Stock
Market for the five consecutive trading days immediately preceding the
effective time of the Merger, rather than rounding any fractional share up to
the nearest whole share of VeriChip common stock.
A copy of Amendment
No. 1 is attached as Exhibit 2.1 to this Current Report on Form 8-K.
A copy of the Merger Agreement was previously filed on September 8, 2009
as Exhibit 2.1 to Current Report on Form 8-K.
ITEM 8.01. Other Events.
On October 1,
2009, VeriChip issued a press release to announce it has regained compliance
with the bid price requirement of the Nasdaq Stock Market.
On October 21,
2008, VeriChip received a letter from Nasdaq indicating that it was not in
compliance with the Nasdaq’s requirements for continued listing because,
for the 30 consecutive business days prior to October 16, 2008, the bid
price of its common stock closed below the minimum $1.00 per share price
requirement for continued listing under Nasdaq Marketplace
Rule 5450(a)(1). On July 14, 2009, Nasdaq notified VeriChip that it
would be afforded 180 calendar days, beginning on August 3, 2009, to
address its non-compliance with the minimum bid price requirement. To regain
compliance, VeriChip’s common stock needed to evidence a closing bid
price of at least $1.00 per share for a period of at least 10 consecutive
trading days. On September 29, 2009, the closing bid price of the
Company’s common stock was $2.61 per share, the tenth consecutive trading
day on which the closing bid price of the Company’s common stock was
above $1.00 per share. By letter dated September 20, 2009, the Nasdaq
confirmed that VeriChip is in compliance with Rule 5450(a)(1) and that the
matter is closed.
The press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1
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Amendment No. 1 to Agreement and Plan of
Reorganization, dated October 1, 2009, among VeriChip Corporation, Steel
Vault Corporation, and VeriChip Acquisition Corp.
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99.1
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Press Release of VeriChip Corporation dated
October 1, 2009
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