UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
)*
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HI SHEAR
TECHNOLOGY CORPORATION
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(Name
of Issuer)
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Common Stock (par
value, $0.001 per share)
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(Title
of Class of Securities)
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Sarah
Ellard
Company
Secretary
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
Telephone: +44
1489 881 880
With
copies to:
Seyfarth
Shaw LLP
131
S. Dearborn, Suite 2400
Chicago,
IL 60603
Attn:
Robert F. Weber
Michael
D. Thompson
(312)
460-5000
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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September
16, 2009
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(Date
of Event which Requires Filing of this
Statement)
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If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box:
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to
whom copies are to be sent.
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*
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The
remainder of this cover page shall be filled out for a reporting person ’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover
page.
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The
information required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 42839Y104
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1
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NAME
OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
Chemring
Group PLC
98-0527993
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
(Not Applicable)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
England
and Wales
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
2,217,135
(See Note 1)
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,217,135
(See Note 1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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¨
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
(See Note 1)
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14
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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Note
1. As described herein, the reporting person has sole voting power
over these shares solely with respect to the specific matters identified in the
Stockholder Agreement (as defined below) and the person who has entered into the
Stockholder Agreement with the reporting person retains sole voting power with
respect to all other matters. Beneficial ownership of the common
stock of Hi-Shear Technology Corporation referred to herein is being reported
hereunder solely because Chemring Group PLC may be deemed to beneficially own
such shares as a result of the Stockholder Agreement and the limited proxy
granted therein described in Item 5 hereof. Neither the filing of
this statement on Schedule 13D nor any of its contents shall be deemed to
constitute an admission by Chemring Group PLC that it is the beneficial owner of
any of the common stock of Hi-Shear Technology Corporation referred to herein
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed (subject to the Stockholder Agreement and the limited proxy granted
therein).
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ITEM 1.
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SECURITY AND
ISSUER
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This
statement on Schedule 13D (this “
Statement
”) relates
to the common stock, par value $0.001 per share (the “
Common Stock
”), of
Hi-Shear Technology Corporation, a Delaware corporation (the “
Company
”). The
principal executive offices of the Company are located at 24225 Garnier Street,
Torrance, CA 90505, United States.
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ITEM 2.
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IDENTITY AND
BACKGROUND
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The name
of the person filing this Statement is Chemring Group PLC, a company organized
under the laws of England and Wales (the “
Reporting
Person
”). The Reporting Person is a public limited company
organized under the laws of England and Wales, with a longstanding presence in
the United States defense sector. The Reporting Person currently owns
a number of U.S. operating subsidiaries, all of which are engaged primarily in
defense contracting.
The
address of the principal business and the principal office of the Reporting
Person is Chemring House, 1500 Parkway, Whiteley, Fareham, Hampshire, England.
The name, business address, present principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted, and citizenship of each director and
executive officer of the Reporting Person is set forth on Schedule A to this
Statement.
During
the last five years, neither the Reporting Person nor, to the Reporting Person’s
knowledge, any person named on Schedule A has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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ITEM 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
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In
connection with an Agreement and Plan of Merger among the Reporting Person,
Parkway Merger Sub, Inc. (“
Merger Sub
”) and the
Company dated as of September 16, 2009 (the “
Merger Agreement
”),
the Reporting Person and Merger Sub entered into a Stockholder Agreement, dated
as of September 16, 2009 (the “
Stockholder
Agreement
”), with George W. Trahan (the “
Stockholder
”), with
respect to the transactions contemplated by the Merger Agreement. The
shares of Common Stock to which this Statement relates have not been purchased
by the Reporting Person, and thus no funds were expended in connection with the
Stockholder Agreement. For a description of the Stockholder
Agreement, see Item 5 below, which description is incorporated herein by
reference in response to this Item 3.
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ITEM 4.
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PURPOSE OF THE
TRANSACTION
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On
September 16, 2009, the Reporting Person and Merger Sub entered into the Merger
Agreement with the Company. Upon consummation of the transactions
contemplated by the Merger Agreement, Merger Sub will be merged with and into
the Company (the “
Merger
”) with the
Company surviving the Merger (the “
Surviving
Corporation
”) as a direct or indirect, wholly-owned subsidiary of the
Reporting Person. Subject to certain exceptions described in the
Merger Agreement, each outstanding share of Common Stock outstanding immediately
prior to the effective time of the Merger will be converted into the right to
receive $19.18 in cash, without interest. Each outstanding Company
stock option (whether vested or unvested) will be converted into the right to
receive a cash payment equal to the excess, if any, of $19.18 over the exercise
price of such option, without interest. Each outstanding Company
restricted stock unit (whether vested or unvested) will be converted into the
right to receive a cash payment equal to $19.18, without interest. No
consideration will be payable in respect of any Company stock options with an
exercise price per share equal to or in excess of $19.18 as of immediately prior
to the effective time of the Merger, and all such options will be cancelled
automatically at the effective time of the Merger.
The
Merger Agreement has been approved by the respective boards of directors of the
Reporting Person, Merger Sub and the Company. Consummation of the
Merger is subject to customary conditions, including the approval of the Merger
by stockholders representing a majority of the shares of Common Stock
outstanding and entitled to vote and the receipt of necessary regulatory
consents and approvals. Upon consummation of the Merger, the officers
and directors set forth in Schedules 2.6 and 2.7 of the Merger Agreement will
become the officers and directors of the Surviving Corporation, until their
respective successors are duly elected or appointed and qualified.
Upon
consummation
of the Merger, the Restated Certificate of Incorporation of the Company will be
amended to read in its entirety as the Certificate of Incorporation of Merger
Sub as in effect immediately prior to the consummation of the Merger except that
the Certificate of Incorporation shall be so amended such that the name of the
corporation shall be “Hi-Shear Technology Corporation”, and as so amended will
be the Certificate of Incorporation of the Surviving Corporation until
thereafter amended in accordance with its terms and applicable law. Upon
consummation of the Merger, the Bylaws of the Company will be amended to read in
their entirety as the Bylaws of Merger Sub as in effect immediately prior to the
consummation of the Merger, except that the Bylaws shall be so amended such that
the name of the corporation shall be “Hi-Shear Technology
Corporation”. If the Merger is consummated, the Common Stock will
cease to be listed on the NYSE Amex and will become eligible for termination of
registration pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended.
This
summary of the Merger Agreement does not purport to be complete and is qualified
in its entirety by reference to the copy of the Merger Agreement which is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
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ITEM 5.
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INTEREST IN SECURITIES OF THE
ISSUER
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In
connection with the Merger, George W. Trahan (the President, Chief Executive
Officer and Chairman of the Board of Directors of the Company), the Reporting
Person and Merger Sub entered into a Stockholder Agreement. Pursuant
to the Stockholder Agreement, during the period beginning on September 16, 2009
and ending on the earlier of (i) the effective time of the Merger or
(ii) the termination of the Merger Agreement, the Stockholder has, among
other things, granted a limited, irrevocable proxy to the Reporting Person to
vote certain shares of Common Stock owned by the Stockholder in favor of
approval of the Merger.
As a
result of the execution of the Stockholder Agreement and the limited proxy
granted therein, the Reporting Person may be deemed to beneficially own, and
have shared voting power with respect to, the 2,217,135 shares of Common Stock
beneficially owned by the Stockholder that are subject to the Stockholder
Agreement (collectively, the “
Subject Shares
”),
based on the Stockholder’s representations in the Stockholder
Agreement. Neither the filing of this Statement nor any of its
contents will be deemed to constitute an admission by the Reporting Person that
it is the beneficial owner of any of the Subject Shares referred to herein for
any purpose, and such beneficial ownership is expressly disclaimed (subject to
the Stockholder Agreement and the limited proxy granted therein).
The
Subject Shares constitute approximately 32.4% of the issued and outstanding
Common Stock, based on the Company’s representation in the Merger Agreement that
there were 6,852,416 shares of Common Stock issued and outstanding as of
September 16, 2009. Pursuant to the Stockholder Agreement, if the
Stockholder becomes the beneficial owner of any additional shares of Common
Stock or other securities of the Company that entitle the Stockholder to vote on
the matters contemplated by the Stockholder Agreement (including pursuant to the
exercise of any Company stock options), then the terms of the Stockholder
Agreement will apply to certain additional shares of capital stock of the
Company then held by the Stockholder. Accordingly, any such
acquisition of shares of capital stock of the Company by the Stockholder may
result in the Reporting Person being deemed to acquire beneficial ownership of
additional securities of the Company.
The
Stockholder has granted a limited irrevocable proxy to the Reporting Person for
the Reporting Person to vote the Subject Shares (i) in favor of the merger and
the other transactions contemplated by the Merger Agreement, and/or (ii) against
any action or agreement which would in any material respect impede, interfere
with or prevent the merger, including, but not limited to, any other
extraordinary corporate transaction, including, a merger, acquisition, sale,
consolidation, reorganization or liquidation involving the Company and a third
party, or any other proposal of a third party to acquire the Company or all or
substantially all of the assets thereof. If during the term of the
Stockholder Agreement for any reason the proxy granted in the Stockholder
Agreement is not irrevocable, the Stockholder agrees that the Stockholder will
vote his shares of Common Stock in accordance with the terms of the limited
irrevocable proxy, as instructed by the Reporting Person in
writing. Except as stated in this paragraph and the immediately
preceding paragraph, the Reporting Person does not have the power to vote or to
direct the voting of the Subject Shares, nor does it have the sole or shared
power to dispose or to direct the disposition of the Subject
Shares.
The
Stockholder has agreed that, from September 16, 2009 and until the earlier of
the effective time of the merger or the termination of the Merger Agreement,
except as otherwise provided in the Stockholder Agreement or in the Merger
Agreement, the Stockholder shall not: (i) transfer, assign, sell, gift-over,
hedge, pledge or otherwise dispose (whether by sale, liquidation, dissolution,
dividend or distribution) of, enter into any derivative arrangement with respect
to, create or suffer to exist any encumbrances (other than certain permitted
encumbrances) on or consent to any of the foregoing (a “
Transfer
”), any or
all of the Subject Shares or any right or interest therein; (ii) enter into any
contract, option or other agreement with respect to any Transfer; (iii) grant
any proxy, power-of-attorney or other authorization or consent with respect to
any of the Subject Shares with respect to any matter that is, or that is
reasonably likely to be exercised in a manner, inconsistent with the
transactions contemplated by the Merger Agreement or the provisions thereof;
(iv) deposit any of the Subject Shares into a voting trust, or enter into a
voting agreement or arrangement with respect to any of the Subject Shares; or
(v) knowingly, directly or indirectly, take or cause the taking of any other
action that would restrict, limit or interfere with the performance of the
Stockholder’s obligations under the Stockholder Agreement or the transactions
contemplated by the Stockholder Agreement, excluding any bankruptcy filing and
excluding certain transfers relating to estate planning purposes.
This
summary of the Stockholder Agreement does not purport to be complete and is
qualified in its entirety by reference to the copy of the Stockholder Agreement
which is attached hereto as Exhibit 99.2 and incorporated herein by
reference.
Except
for the Stockholder Agreement, the Merger Agreement and the transactions
contemplated by those agreements, neither the Reporting Person, nor to the
Reporting Person’s knowledge, any person named on Schedule A has effected any
transaction in the common stock of the Company during the past 60
days. To the Reporting Person’s knowledge, no person has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, the Subject Shares, other than the Stockholder.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
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Other
than as described in Items 4 and 5 and the agreements incorporated herein by
reference and set forth as exhibits hereto, to the Reporting Person’s knowledge,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of
proxies.
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ITEM 7.
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MATERIALS TO BE FILED AS
EXHIBITS
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The
following documents are filed as exhibits:
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Description
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99.1
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Agreement
and Plan of Merger, dated as of September 16, 2009, by and among Hi-Shear
Technology Corporation, Chemring Group PLC, and Parkway Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K of Hi-Shear Technology Corporation filed on September 16,
2009).
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99.2
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Stockholder
Agreement, dated as of September 16, 2009, by and among Chemring Group
PLC, Parkway Merger Sub, Inc. and George W.
Trahan.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
September 25, 2009
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CHEMRING
GROUP PLC.
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By:
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Name:
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Title:
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SCHEDULE
A
DIRECTORS
AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The name,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of Chemring Group PLC is set
forth below. The business address for each executive officer (other than Daniel
McKenrick) is Chemring House, 1500 Parkway, Whiteley, Fareham, Hampshire, PO15
7AF, ENGLAND. The business address for Mr. McKenrick is 90 N.
Commerce Drive, Chester Township, Pennsylvania, USA. Each director
and executive officer, other than Daniel McKenrick, is a citizen of the United
Kingdom. Mr. McKenrick is a citizen of the United
States.
Board
of Directors of Chemring Group PLC
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Present
Principal Occupation or Employment
(including
Name and Address of Employer)
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Kenneth
C. Scobie
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Non-Executive
Chairman
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
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Dr.
David J. Price
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Chief
Executive
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
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Paul
Rayner
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Finance
Director
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
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David
R. Evans
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Non-Executive
Director
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
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The
Rt. Hon. Lord Freeman
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Non-Executive
Director
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
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Ian
F.R. Much
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Non-Executive
Director and Senior Independent Director
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF, ENGLAND
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Air
Marshall Sir Peter Norriss CB AFC MA FRAeS
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Non-Executive
Director
Chemring
Group PLC
Chemring
House, 1500 Parkway
Whiteley,
Fareham, Hampshire, PO15 7AF,
ENGLAND
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Executive
Officers of Chemring Group PLC
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Position
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Dr.
David J. Price
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Chief
Executive
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Paul
Rayner
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Finance
Director
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Daniel
McKenrick
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President
Chemring North America
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Rik
Armitage
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Business
Development Director
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Mike
Helme
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Managing
Director Europe Division
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Sarah
Ellard
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Group
Company Secretary
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Richard
Dellar
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Managing
Director International Division
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Terry
Bridgewater
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Director
of Safety
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EXHIBIT
INDEX
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Description
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99.1
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Agreement
and Plan of Merger, dated as of September 16, 2009, by and among Hi-Shear
Technology Corporation, Chemring Group PLC, and Parkway Merger Sub, Inc.
(incorporated by reference to Exhibit 2.1 to the Current Report on Form
8-K of Hi-Shear Technology Corporation filed on September 16,
2009).
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99.2
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Stockholder
Agreement, dated as of September 16, 2009, by and among Chemring Group
PLC, Parkway Merger Sub, Inc. and George W.
Trahan.
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