ELMG Ems Technologies, Inc. (MM)

This Amendment No. 8 (this “ Amendment ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “ SEC ”) on June 27, 2011 (as the same may further be amended or supplemented from time to time, the “ Schedule 14D-9 ”), by EMS Technologies, Inc., a Georgia corporation (the “ Company ”), relating to the tender offer disclosed in the Schedule TO, dated June 27, 2011, filed by Egret Acquisition Corp., a Georgia corporation (“ Purchaser ”) and a wholly owned subsidiary of Honeywell International Inc., a Delaware corporation (“ Parent ”), pursuant to which Purchaser is offering to purchase all the issued and outstanding shares of the Company’s common stock, par value $0.10 per share, including the associated common stock purchase rights, at a purchase price of $33.00 per share (the “ Offer Price ”), net to the holder in cash, subject to any applicable withholding taxes and without interest, and otherwise upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 27, 2011 (the “ Offer to Purchase ”), and in the related letter of transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, each as may be amended or supplemented from time to time, constitute the “ Offer ”).

All information in the Schedule 14D-9 is incorporated into this Amendment by reference, except that such information is hereby amended to the extent specifically provided herein.

This Amendment is being filed to reflect certain updates as reflected below.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following after the final paragraph under “ FCC Approval ” on page 44 of the Schedule 14D-9:

          “On August 15, 2011, Parent received the last of the necessary approvals from the FCC required in connection with the Offer. As a result, the FCC Condition and all of the other regulatory conditions for the Offer have been satisfied. The Offer continues to be conditioned upon the other conditions described in Section 15—“Conditions of the Offer” of the Offer to Purchase. The Offer is scheduled to expire at 5:30 p.m., New York City time, on Friday, August 19, 2011.

On August 15, 2011, Parent issued a press release announcing receipt of all regulatory approvals, including approvals of the Federal Communications Commission. The full text of the press release issued by Parent is set forth as Exhibit (a)(21) hereto and is incorporated by reference herein.”

Item 8 of Schedule 14D-9 is hereby amended and supplemented by adding the following paragraph after the final paragraph under “ Litigation ” as disclosed in Amendment No. 3 to the Schedule 14D-9:

“On August 15, 2011, the Superior Court of Fulton County of the State of Georgia granted Parent’s and the Company’s motions to dismiss the Shaev Complaint in an oral ruling. The Company, Parent, and Purchaser expect that the Court will enter a written dismissal order in due course.”

Item 9. Exhibits

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

	EMS TECHNOLOGIES, INC.
	By:	/s/ GARY B. SHELL
		Name: Gary B. Shell Title: Senior Vice President and Chief Financial Officer

Dated: August 15, 2011

 

 

 

 

 

 

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