Iomega Corp - Current report filing (8-K)
11 6월 2008 - 12:06AM
Edgar (US Regulatory)
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):
June 6, 2008
IOMEGA
CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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1-12333
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No. 86-0385884
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(State or other
jurisdiction
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(Commission
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(I.R.S. Employer
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of
incorporation)
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File Number)
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Identification
No.)
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10955
Vista Sorrento Parkway, San Diego CA
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92130
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(Address of
principal executive offices)
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(Zip code)
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Registrants telephone
number, including area code:
(858) 314-7000
N/A
(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):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01.
Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
In connection with the Merger (as defined below), on June 9, 2008,
Iomega Corporation, a Delaware corporation
(
Iomega
,
we
or
us
)
, notified the
New York Stock Exchange of our intent to remove our common stock, par
value $0.03-1/3 per share (the
Common Stock
) from listing on the New York Stock Exchange and requested that the New
York Stock Exchange file a delisting application with the Securities and
Exchange Commission to delist and deregister the Common Stock.
Item 3.02.
Unregistered
Sales of Equity Securities.
On June 9, 2008, in
accordance with the terms of the previously announced Agreement and Plan of Merger,
dated as of April 8, 2008 (the
Merger Agreement
), by and among
Iomega, EMC Corporation (
EMC
) and Emerge Merger Corporation, a wholly
owned subsidiary of EMC (
Merger Sub
), Merger Sub exercised its option
(the
Top-Up Option
) to purchase directly from us 42,046,099 Shares (as
defined below) (the
Top-Up Shares
) at a price of $3.85 per Share (the
Offer
Price
), the same amount paid for each Share tendered and accepted for
payment by Merger Sub pursuant to its previously announced tender offer (the
Offer
)
to purchase all of our outstanding shares of Common Stock, including the rights
associated with the Common Stock (the
Rights
) issued pursuant to the
rights agreement, dated as of July 29, 1999, as amended, between Iomega
and American Stock Transfer and Trust Company (such Common Stock, together with
the associated Rights, the
Shares
). Of this purchase price,
$5,395,916.03 was paid in cash (which cash amount represents in aggregate the sum
of the par value of each purchased Share) and $156,481,565.12 was paid by
delivery of a one-year promissory note bearing interest at the rate of 5% which
may be prepaid anytime in advance of the due date at Merger Subs option. The
purchase of the Top-Up Shares, when combined with the Shares purchased in the
Offer, was sufficient to give Merger Sub aggregate ownership of more than 90%
of our outstanding Shares. At the time of the exercise of the Top-Up Option,
Merger Sub was a direct wholly owned subsidiary of EMC.
The Top-Up Shares were
issued without registration under the Securities Act of 1933, as amended (the
Securities
Act
), in reliance upon the exemption from registration set forth in Section 4(2) of
the Securities Act.
Item 5.01.
Changes in
Control of Registrant.
In connection with the
closing of the Offer that expired at 5:00 p.m., Boston, Massachusetts
time, on Friday, June 6, 2008, on June 6, 2008, Merger Sub acquired 45,536,839
Shares, which represented approximately 83%, or 77% on a fully-diluted basis,
of the outstanding Shares, at the Offer Price.
On June 9, 2008, as
described above under Item 3.02, Merger Sub exercised the Top-Up Option
and acquired an additional 42,046,099 Shares and shortly thereafter, Merger Sub
merged with and into Iomega in a short form merger under Section 253 of the
Delaware General Corporation Law (the
Merger
), with Iomega surviving
the Merger as a wholly owned subsidiary of EMC (the
Surviving Corporation
).
In connection with the Merger, at the effective time of the Merger (the
Effective
Time
), (a) each Share (other than Shares held by Iomega or in its
treasury or by EMC, Merger Sub or any other wholly owned subsidiary of EMC) was
converted into the right to receive the same $3.85 in cash per Share as was
paid in the Offer, without interest and (b) each outstanding option to
purchase Common Stock under any Iomega stock plan was assumed by EMC and now
represents an option to purchase a number of shares of common stock of EMC, at
a price per share, calculated in accordance with the terms of the Merger
Agreement. Immediately upon the Merger, Iomega became a direct wholly owned subsidiary
of EMC.
Holders of Shares that
did not tender their Shares in the Offer and that comply with the applicable
statutory procedures under Section 262 of the Delaware General Corporation
Law (the
2
Appraisal Provisions
), will have certain rights to demand
appraisal of their Shares. Stockholders will receive from Iomega additional
information with respect to the Appraisal Provisions and the procedures for
exercising appraisal rights under the Appraisal Provisions.
Item 5.02.
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Pursuant to the Merger Agreement, at the Effective
Time, the directors of Merger Sub immediately prior to the Effective Time
became the directors of the Surviving Corporation and the officers of Merger
Sub immediately prior to the Effective Time became the officers of the
Surviving Corporation, in each case until their respective successors are duly
elected or appointed and qualified in accordance with the Surviving Corporations
Certificate of Incorporation and Bylaws, or as otherwise provided by applicable
law.
Item 5.03.
Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger
Agreement, at the Effective Time, Iomegas Certificate of Incorporation, as in
effect immediately prior to the Effective Time, was amended and restated in its
entirety, and such amended and restated certificate of incorporation became the
Certificate of Incorporation of the Surviving Corporation. A copy of the Restated
Certificate of Incorporation of Iomega is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
In addition, pursuant to
the Merger Agreement, at the Effective Time, the Bylaws of Iomega, as in effect
immediately prior to the Effective Time, were amended and restated in their
entirety, and such amended and restated Bylaws became the Bylaws of the
Surviving Corporation. A copy of the amended and restated Bylaws of Iomega is
filed as Exhibit 3.2 hereto and incorporated herein by reference.
Item 9.01.
Financial
Statements and Exhibits.
(d) Exhibits:
Exhibit No.
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Description
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3.1
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Restated Certificate of
Incorporation of Iomega Corporation, dated June 9, 2008.
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3.2
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Amended and Restated
Bylaws of Iomega Corporation, dated June 9, 2008.
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3
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.
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IOMEGA
CORPORATION
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By:
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/s/
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Paul
T. Dacier
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Name:
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Paul
T. Dacier
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Title:
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President
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Date: June 10, 2008
4
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