Current Report Filing (8-k)

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): October 7, 2014 (October 1, 2014)

Medical Action Industries Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-13251	11-2421849
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

500 Expressway Drive South
Brentwood, New York	11717
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(631) 231-4600

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] 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 2.01.

Completion of Acquisition or Disposition of Assets.

On October 1, 2014, pursuant to the Agreement and Plan of Merger, dated as of June 24, 2014 (the “Merger Agreement”), by and among Medical Action Industries Inc. (the “Company”), Mongoose Merger Sub Inc. (“Merger Sub”) and Owens & Minor, Inc. (“Owens & Minor”), the Company completed its merger (the “Merger”) with Merger Sub, a wholly-owned subsidiary of Owens & Minor, whereby Merger Sub merged with and into the Company with the Company continuing as the surviving corporation in the Merger, and, as a result of which the Company has been acquired by, and has become a wholly-owned subsidiary of Owens & Minor. The Merger became effective on October 1, 2014.

As previously disclosed, pursuant to the Merger Agreement, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger (excluding any shares held by the Company as treasury shares or by Owens & Minor or Merger Sub (or shares held by any of their subsidiaries) and any Appraisal Shares (as defined in the Merger Agreement)) were converted into the right to receive $13.80 in cash, without interest thereon (the “Merger Consideration”).

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities Exchange Commission (the “SEC”) on June 25, 2014, which is incorporated by reference herein.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified the NASDAQ Global Select Stock Market (“NASDAQ”) on October 1, 2014 that each outstanding share of the Company’s common stock was cancelled and automatically converted into the right to receive the Merger Consideration. Accordingly, the NYSE filed a Form 25 to withdraw the shares of the Company’s common stock from listing and terminate the registration of the shares of the Company’s common stock under Section 12(b) of the 1934 Securities Exchange Act, as amended (the “Exchange Act”) on October 1, 2014. Prior to the open of trading on NASDAQ on October 1, 2014, trading in shares of the Company’s common stock was suspended by NASDAQ. On or about October 13, 2014, the Company expects to file a Form 15 with the SEC to terminate the registration of the shares of the Company’s common stock under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act. The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

Item 3.03

Material Modification to Rights of Security Holders.

In connection with the Merger, on October 1, 2014 each share of the Company’s common stock was cancelled and automatically converted into the right to receive the Merger Consideration. The information set forth in Item 2.01 is incorporated by reference into this Item 3.03.

Upon the effective time of the Merger, holders of the Company’s common stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration, or, in the case of shares of common stock as to which appraisal rights have been properly exercised and not withdrawn, the rights pursuant to Section 262 of the Delaware General Corporation Law).

Item 5.01

Changes in Control of Registrant.

As a result of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Owens & Minor. The disclosure under Item 2.01 is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As a result of the Merger, all of the current directors of the Company resigned from their directorships of the Company and any committees of which they were a member, immediately after the effective time of the Merger. These resignations were not a result of any disagreements between the Company and the current directors on any matter relating to the Company’s operations, policies or practices. Upon completion of the Merger, the directors of Merger Sub became the directors of the Company.

Also upon consummation of the Merger, all of the current officers of the Company have ceased to hold his or her respective position with the Company, and the officers of Merger Sub became the officers of the Company.

Item 5.03

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

Immediately after the effective time of the Merger, the Company’s certificate of incorporation was amended and restated in its entirety. The Restated Certificate of Incorporation of the Company is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 24, 2014, by and among Medical Action Industries Inc., Mongoose Merger Sub Inc. and Owens & Minor, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2014).

3.1		Amended and Restated Certificate of Incorporation of Medical Action Industries Inc.

SIGNATURE

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 thereunto duly authorized.

	MEDICAL ACTION INDUSTRIES INC.

	By:	/s/ Grace R. den Hartog
		Grace R. den Hartog
		Senior Vice President, General Counsel & Secretary

Dated: October 7, 2014

EXHIBIT INDEX

Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of June 24, 2014, by and among Medical Action Industries Inc., Mongoose Merger Sub Inc. and Owens & Minor, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2014).

3.1		Amended and Restated Certificate of Incorporation of Medical Action Industries Inc.

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

MEDICAL ACTION INDUSTRIES INC.

Medical Action Industries Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), as it may be amended, hereby certifies as follows:

First, the name of this corporation is Medical Action Industries Inc., under which the corporation was originally incorporated. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 5, 1987.

Second, this Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL.

Third, this Amended and Restated Certificate of Incorporation restates and amends the Certificate of Incorporation to read in its entirety as follows:

——————————————

1. The name of the corporation (which is hereinafter referred to as the “Corporation”) is Medical Action Industries Inc.

2. The name and address of the registered agent in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), as from time to time amended.

4. The total number of shares of capital stock which the Corporation shall have authority to issue is 15,000,000, all of which shares shall be common stock having a par value per share of $0.001 (the “Common Stock”). The holders of the Common Stock (the “Stockholders”) shall be entitled to one vote for each share held and shall be entitled to receive such dividends as may be declared from time to time by the board of directors of the Corporation (the “Board of Directors”). In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the Stockholders shall be entitled to receive all the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to Stockholders ratably in proportion to the number of shares of Common Stock held by them, respectively.

5. The affairs, business and property of the Corporation shall be managed and controlled by the Board of Directors. The number of directors of the Corporation shall not be less than three nor more than eleven, and may be changed from time to time by action of not less than a majority of the members of the Board of Directors then in office.

6. The directors shall be elected at each annual meeting of Stockholders by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock cast at such meeting and entitled to vote generally in the election of directors. Any directors elected shall hold office until the next election and until their successors shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director. Any vacancies in the Board of Directors for any reason and any newly created directorships resulting from any increase in the number of directors shall be filled by the Board of Directors, acting by not less than a majority of the directors then in office, although less than a quorum.

7. Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the Bylaws of the Corporation), any director or the entire Board of Directors may be removed with or without cause by the affirmative vote of the Stockholders of a majority of the outstanding shares of Common Stock entitled to vote generally in the election of directors.

8. Nominations for the election of directors may be made by the Board of Directors or by any Stockholder entitled to vote for the election of directors upon advanced written notice. Except as required in the Bylaws, no election need be by written ballot.

9. Special meetings of the Stockholders may be called by the Board of Directors or Stockholders holding more than a majority of the outstanding shares of Common Stock.

10. In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, Bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation, but any bylaws adopted by the Board of Directors may be amended or repealed by the Stockholders entitled to vote thereon.

11. No person who is or was at any time a director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director; provided, however, that unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this Article shall not eliminate or limit the liability of a director (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any act or omission by the director which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, (iv) for any transaction from which the director derived an improper personal benefit or (v) for any act or omission occurring prior to the date any amendment to the liability of a director becomes effective. No amendment to or repeal of this Article 11 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal.