Statement of Ownership: Solicitation (sc 14d9)
21 Julho 2020 - 7:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities
Exchange Act of 1934
_________________________________
GLOBALSCAPE, INC.
(Name of Subject Company)
_________________________________
GLOBALSCAPE, INC.
(Name of Person(s) Filing Statement)
_________________________________
Common Stock, par value $0.001 per share
(Title of Class of Securities)
37940G109
(CUSIP Number of Class of Securities)
_________________________________
Robert H. Alpert
Chief Executive Officer
4500 Lockhill Selma Road, Suite 150
San Antonio, Texas 78249
(201) 308-8267
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications on Behalf of
the Person(s) Filing Statement)
With copies to:
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
☒
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Schedule 14D-9 filing consists of the
following communications related to the proposed acquisition (the “Merger”) of GlobalSCAPE, Inc., a Delaware corporation
(the “Company”), by Grail Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary
of Help/Systems, LLC, a Delaware limited liability company (“Parent”), pursuant to the terms of the Agreement and Plan
of Merger, dated July 19, 2020 (as it may be amended from time to time, the “Merger Agreement”), among the Company,
Parent, Merger Sub and, solely with respect to certain sections therein, HS Purchaser, LLC and Help/Systems Holdings, Inc.
Important Information
This Schedule 14D-9 filing relates solely
to preliminary communications made before the commencement of a planned tender offer which has not commenced (the “Offer”).
This document is not a recommendation, an offer to buy nor a solicitation of an offer to sell any securities of the Company. The
solicitation and the offer to buy shares of the Company’s common stock will only be made pursuant to a tender offer statement
on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Parent and Merger Sub
intend to file with the Securities and Exchange Commission (the “SEC”). In addition, the Company will file with the
SEC a solicitation/recommendation statement on Schedule 14D-9 with respect to the Offer. Once filed, investors will be able to
obtain the tender offer statement on Schedule TO, the offer to purchase, the solicitation/recommendation statement of the Company
on Schedule 14D-9 and related materials with respect to the Offer and the Merger free of charge at the website of the SEC at www.sec.gov,
and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents
filed with or furnished to the SEC by the Company under the investor relations section of the Company’s website, www.globalscape.com.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, INCLUDING THE SOLICITATION/RECOMMENDATION
STATEMENT OF THE COMPANY AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE OFFER AND THE MERGER THAT ARE
FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES
PURSUANT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
Forward-Looking Statements
Statements included in this document that
are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,”
“could,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“seek,” “plan,” “expect,” “should,” “would” or similar expressions
are intended to identify forward-looking statements, and are based on the Company’s current beliefs and expectations. These
forward-looking statements include, without limitation, statements regarding the planned completion of the Offer and the Merger.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The
Company’s actual future results may differ materially from the Company’s current expectations due to the risks and
uncertainties inherent in its business, the Offer and the Merger. These risks include, but are not limited to: uncertainties as
to the timing of the Offer and the Merger; uncertainties as to the percentage of the Company’s stockholders tendering their
shares in the Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the
Offer or the Merger may not be satisfied or waived, including that a governmental authority may prohibit, delay or refuse to grant
approval for the consummation of the Merger; the effects of disruption from the Offer or Merger on the Company’s business;
the fact that the announcement and pendency of the Offer and Merger may make it more difficult to establish or maintain relationships
with employees, suppliers and other business partners; the effects of disruption caused by the Offer or Merger making it more difficult
to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation
in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; and risks
and uncertainties pertaining to the business of the Company, including the risks detailed under “Risk Factors” and
elsewhere in the Company’s public periodic filings with the SEC, as well as the tender offer materials to be filed by Parent
and Merger Sub and the solicitation/recommendation statement to be filed by the Company in connection with the Offer. All forward-looking
statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update
this document to reflect events or circumstances after the date hereof, except as required by law.
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