Ezenia Inc - Current report filing (8-K)
22 4월 2008 - 4:22AM
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)
April 15,
2008
EZENIA!
INC.
(Exact name of
registrant as specified in charter)
Delaware
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000-25882
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04-3114212
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(State or other jurisdiction
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(Commission file number)
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(IRS employer
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of incorporation)
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identification no.)
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14 Celina Drive, Suite 17-18,
Nashua, NH 03063
(Address of principal executive offices) (Zip code)
Registrants telephone number, including area code:
(781) 505-2100
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 Definitive Material
Agreement.
On April 15, 2008,
the Board of Directors of Ezenia! Inc. (the Company) adopted a shareholder
rights plan, as set forth in the Shareholder Rights Agreement, dated April 15,
2008, between the Company and Computershare Trust Company, N.A., as Rights
Agent (the Rights Agreement). The
following description of the terms of the Rights Agreement does not purport to
be complete and is qualified in its entirety by reference to the Rights
Agreement which is attached hereto as an exhibit and is incorporated herein by
reference.
Pursuant to the terms of
the Rights Agreement, the Board of Directors declared a dividend distribution
of one Preferred Stock Purchase Right (a Right) for each outstanding share of
Common Stock of the Company (the Common Stock) to shareholders of record as
of the close of business on April 16, 2008 (the Record Date). In addition, one Right will automatically
attach to each share of Common Stock issued between the Record Date and the
Distribution Date (as hereinafter defined).
Each Right entitles the registered holder thereof to purchase from the
Company a unit consisting of one ten-thousandth of a share (a Unit) of Series D
Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of
the Company (the Preferred Stock) at a cash exercise price of $3.00 per Unit
(the Exercise Price), subject to adjustment, under certain conditions
specified in the Rights Agreement and summarized below.
Initially, the Rights are
not exercisable and are attached to and trade with all shares of Common Stock
outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common
Stock and will become exercisable upon the earlier of (i) the close of
business on the tenth calendar day following the first public announcement that
a person or group of affiliated or associated persons (an Acquiring Person)
has acquired beneficial ownership of 15% or more of the outstanding shares of
Common Stock, other than as a result of repurchases of stock by the Company or
certain inadvertent actions by a shareholder (the date of said announcement
being referred to as the Stock Acquisition Date), or (ii) the close of
business on the tenth business day (or such later day as the Board of Directors
may determine) following the commencement of a tender offer or exchange offer
that could result upon its consummation in a person or group becoming the
beneficial owner of 15% or more of the outstanding shares of Common Stock (the
earlier of such dates being herein referred to as the Distribution Date).
Notwithstanding the
foregoing, with respect to any person who beneficially owns (for purposes of
the Rights Agreement) 15% or more of the outstanding shares of Common Stock as
of April 16, 2008 (such person being referred to in the Rights Agreement
as a Grandfathered Person), the Distribution Date will not occur unless such
Grandfathered Person has acquired beneficial ownership of shares of Common
Stock representing an additional ½% of the outstanding shares of Common
Stock. Per the terms of the Rights
Agreement, the Companys Chief Executive Officer, Khoa Nguyen, is initially
deemed a Grandfathered Person and, for purposes of the Rights Agreement, his
beneficial ownership shall not include certain additional shares of Common
Stock acquired pursuant to equity awards granted by the Companys Board of
Directors or Compensation Committee on or after April 16, 2008.
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In the event that a Stock
Acquisition Date occurs, proper provision will be made so that each holder of a
Right (other than an Acquiring Person or its associates or affiliates, whose
Rights shall become null and void) will thereafter have the right to receive
upon exercise, in lieu of a number of Units of Preferred Stock, that number of
shares of Common Stock of the Company (or, in certain circumstances, including
if there are insufficient shares of Common Stock to permit the exercise in full
of the Rights, Units of Preferred Stock, other securities, cash or property, or
any combination of the foregoing) having a market value of two times the
exercise price of the Right (such right being referred to as the Subscription
Right). In the event that, at any time
following the Stock Acquisition Date, (i) the Company consolidates with,
or merges with and into, any other person, and the Company is not the
continuing or surviving corporation, (ii) any person consolidates with the
Company, or merges with and into the Company and the Company is the continuing or
surviving corporation of such merger and, in connection with such merger, all
or part of the shares of Common Stock are changed into or exchanged for stock
or other securities of any other person or cash or any other property, or (iii) 50%
or more of the Companys assets or earning power is sold, mortgaged or
otherwise transferred, each holder of a Right (other than an Acquiring Person
or its associates or affiliates, whose
Rights shall become null and void) will thereafter have the right to receive,
upon exercise, common stock of the acquiring company having a market value
equal to two times the exercise price of the Right (such right being referred
to as the Merger Right). The holder of
a Right will continue to have the Merger Right whether or not such holder has
exercised the Subscription Right. Rights
that are or were beneficially owned by an Acquiring Person may (under certain
circumstances specified in the Rights Agreement) become null and void.
The Rights may be
redeemed in whole, but not in part, at a price of $0.01 per Right (payable in
cash, Common Stock or other consideration deemed appropriate by the Board of
Directors) by the Board of Directors only until the earlier of (i) the
time at which any person becomes an Acquiring Person or (ii) the
expiration date of the Rights Agreement.
Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and thereafter the only
right of the holders of Rights will be to receive the redemption price.
The Rights Agreement may
be amended by the Board of Directors in its sole discretion until the time at
which any person becomes an Acquiring Person.
After such time the Board of Directors may, subject to certain limitations
set forth in the Rights Agreement, amend the Rights Agreement only to cure any
ambiguity, defect or inconsistency, to shorten or lengthen any time period, or
to make changes that do not adversely affect the interests of Rights holders
(excluding the interests of an Acquiring Person or its associates or
affiliates). In addition, the Board of
Directors may at any time prior to the time at which any person becomes an
Acquiring Person, amend the Rights Agreement to lower the threshold at which a
person becomes an Acquiring Person to not less than the greater of (i) the
sum of .001% and the largest percentage of the outstanding Common Stock then
owned by any person and (ii) 10%.
Until a Right is
exercised, the holder will have no rights as a stockholder of the Company
(beyond those as an existing stockholder), including the right to vote or to
receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize taxable
income in the event that
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the Rights become
exercisable for Units, other securities of the Company, other consideration or
for common stock of an acquiring company.
The Rights are not
exercisable until the Distribution Date and will expire at the close of
business on April 16, 2018 (the Expiration Date), unless previously
redeemed or exchanged by the Company as described below.
Item 3.03
Material
Modification to the Rights of Security Holders.
Please see the disclosure set forth under Item 1.01,
which is incorporated by reference into this Item 3.03.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
3.1
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Certificate of
Designations, Preferences and Rights of a Series of Preferred Stock of
Ezenia! Inc. classifying and designating the Series D Junior
Participating Cumulative Preferred Stock, filed as an exhibit to the
Companys Registration Statement on Form 8-A on April 21, 2008.
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4.1
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Shareholder Rights
Agreement, dated as of April 15, 2008, between Ezenia! Inc. and
Computershare Trust Company, N.A., as Rights Agent, filed as an exhibit to
the Companys Registration Statement on Form 8-A on April 21, 2008.
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99.1
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Press Release issued by
Ezenia! Inc., dated April 16, 2008.
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4
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 hereunto duly
authorized.
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EZENIA! INC.
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Date:
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April 21, 2008
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By:
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/s/ Roger N. Tuttle
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Name: Roger N. Tuttle
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Title: Chief Financial
Officer and Secretary
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5
EXHIBIT
INDEX
Exhibit No.
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Description
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3.1
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Certificate of
Designations, Preferences and Rights of a Series of Preferred Stock of
Ezenia! Inc. classifying and designating the Series D Junior
Participating Cumulative Preferred Stock, filed as an exhibit to the
Companys Registration Statement on Form 8-A on April 21, 2008.
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4.1
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Shareholder Rights
Agreement, dated as of April 15, 2008, between Ezenia! Inc. and
Computershare Trust Company, N.A., as Rights Agent, filed as an exhibit to
the Companys Registration Statement on Form 8-A on April 21, 2008.
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99.1
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Press Release issued by
Ezenia! Inc., dated April 16, 2008.
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Ezenia (CE) (USOTC:EZEN)
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부터 6월(6) 2024 으로 7월(7) 2024
Ezenia (CE) (USOTC:EZEN)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024