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
October 5,
2010
(Date of
earliest event reported)
Henry
Bros. Electronics, Inc.
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE
|
|
001-16779
|
|
22-3690168
|
|
(State
or other jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
17-01
Pollitt Drive
Fair
Lawn, NJ
|
|
07410
|
|
(201)
794-6500
|
|
(Address
of principal executive
offices)
|
|
(Zip
Code)
|
|
(Registrant's
telephone number
including
area code)
|
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:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
x
|
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 1.01 Entry into a Material
Definitive Agreement.
On
October 5, 2010, Henry Bros. Electronics, Inc., a Delaware corporation (the
"
Company
"),
entered into an Agreement and Plan of Merger (the "
Merger Agreement
")
with Kratos Defense & Security Solutions, Inc., a Delaware corporation
("
Parent
"), and
Hammer Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of
Parent ("
Merger
Sub
"). The Merger Agreement provides that, upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub will be merged with
and into the Company, with the Company continuing as the surviving corporation
and a wholly-owned subsidiary of Parent (the "
Merger
").
Pursuant
to the terms of the Merger Agreement, upon consummation of the Merger, each
issued and outstanding share of Company common stock, other than shares held by
any stockholders who are entitled to, and who properly exercise, appraisal
rights under Delaware law, will be canceled and extinguished and automatically
converted into the right to receive cash in an amount equal to $7.00, without
interest. Any issued and outstanding shares of the Company common stock held by
the Company, Parent or Merger Sub, or their respective wholly-owned
subsidiaries, including shares held in the Company's treasury, will be canceled
and extinguished without payment of consideration. Options to purchase the
Company's common stock which are outstanding ("
Assumed Options
")
immediately prior to the Merger will be assumed by Parent and converted into
options to purchase a number of shares of common stock of Parent equal to the
product (rounded down to the nearest whole share) of (a) the number of shares of
Company common stock that could be purchased under the Assumed Options
multiplied (b) by 0.6552 (which represents the fraction obtained by dividing
$7.00 by the average closing sales price for one share of Parent common stock on
the Nasdaq National Market for the ten (10) trading-day period ending on the
first business day immediately preceding the date of the Merger Agreement) (the
"
Option Exchange
Ratio
"). The Assumed Options will otherwise have the same terms as in
effect prior to the conversion, except that (i) the Assumed Options will be
denominated in Parent's common stock rather than the Company's common stock, as
appropriately adjusted to reflect the Merger and (ii) the per share exercise
price of each Assumed Option shall be adjusted by dividing such exercise price
by the Option Exchange Ratio.
In
addition, concurrently with the execution of the Merger Agreement, Richard
Rockwell and James Henry and each member of the board of directors, who
collectively held approximately 60% of the Company's issued and outstanding
common stock as of October 5, 2010, have entered into voting agreements whereby
they have agreed to vote all shares of the Company's common stock held by them
in favor of the Merger, subject to termination of such agreements if the Merger
Agreement is terminated, including if the Merger Agreement is terminated by the
Company to accept a superior proposal (as discussed below).
The
Company has agreed, among other things and subject to certain exceptions as
described in the Merger Agreement, (i) to conduct its business in the ordinary
and usual course of business and in a manner consistent with past practice
during the interim period between the execution of the Merger Agreement and
consummation of the Merger, (ii) not to take certain actions or engage in
certain transactions during such period, (iii) to cause a stockholder meeting to
be held to consider adoption and approval of the Merger Agreement and the
Merger, (iv) subject to certain limited exceptions to permit the board of
directors to comply with their fiduciary duties, for the Company's board of
directors to recommend that the stockholders adopt the Merger Agreement and
thereby approve the Merger, and (v) subject to certain limited exceptions to
permit the board of directors to comply with their fiduciary duties, not to
solicit proposals relating to alternative transactions and, not to enter into
discussions or negotiations concerning, or to provide information in connection
with, alternative transactions, except during the first 40 days after signing of
the Merger Agreement (as discussed below).
During
the period beginning on October 5, 2010, and continuing until 11:59 p.m. on
November 14, 2010 (the "
No-Shop Period Start
Date
"), the Company may solicit alternative acquisition proposals from
third parties, provide non-public information and participate in discussions and
negotiate with third parties with respect to acquisition proposals. Starting on
the No-Shop Period Start Date, the Company may only provide information and
participate in discussions with respect to an acquisition proposal if (A) such
actions represent the continuation of discussions related to an acquisition
proposal that was submitted to the Company during the period between the
date of the Merger Agreement and the No-Shop Period Start Date or (B) (i) such
acquisition proposal was unsolicited and the Company did not knowingly and
intentionally violate, in any material respect, the non-solicitation provisions
in the Merger Agreement, (ii) such acquisition proposal is a superior proposal
or is determined in good faith by the board of directors to be reasonably
likely to lead to a superior proposal, and (iii) with respect to which the
failure to furnish information to and negotiate with the third party making such
acquisition proposal would reasonably be expected to be a breach of the board of
director's fiduciary duties to the Company's stockholders.
The
Merger Agreement contains customary representations and warranties of the
parties and certain termination rights for both the Company and Parent,
including the right of the Company to terminate the Merger Agreement to accept a
superior proposal. The right of the Company to terminate the Merger Agreement to
accept a superior proposal is subject to the right of Parent to match any such
proposal and the payment of a termination fee to Parent equal to
$1,788,000.
Consummation
of the Merger is subject to certain conditions to closing, including, among
others, (i) the approval of the holders of a majority of the Company's
outstanding shares, (ii) the absence of any law, order or injunction
prohibiting, or litigation seeking to prohibit, the Merger, (iii) the accuracy
of the parties' respective representations and warranties and (iv) the parties'
respective compliance with covenants and agreements contained in the Merger
Agreement.
The
Company expects to submit the Merger Agreement and the Merger to its
stockholders as promptly as practicable and to close the Merger promptly
following the receipt of stockholder approval.
On
October 6, 2010, the Company issued a press release announcing that it had
entered into the Merger Agreement. A copy of the press release is attached
hereto as
Exhibit
99.1
.
The
foregoing description of the Merger Agreement is only a summary, does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, a copy of which is filed as
Exhibit 2.1
hereto
and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain "forward-looking statements" within
the meaning of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. Forward-looking statements
are statements that are not historical facts. Words such as "expect(s)",
"feel(s)", "believe(s)", "will", "may", "anticipate(s)", "intend(s)" and similar
expressions are intended to identify such forward-looking
statements. These statements include, but are not limited to, the
expected timing of the acquisition; the ability of Parent and the Company to
close the acquisition; the performance of the parties under the terms of the
Merger Agreement and related transaction documents; and statements regarding
future performance. All of such information and statements are
subject to certain risks and uncertainties, the effects of which are difficult
to predict and generally beyond the control of the Company, that could cause
actual results to differ materially from those expressed in, or implied or
projected by, the forward-looking information and statements. These
risks and uncertainties include, but are not limited to: (i) uncertainties
associated with the acquisition of the Company by Parent, (ii) uncertainties as
to the timing of the Merger; (iii) failure to receive approval of the
transaction by the stockholders of the Company; (iv) the ability of the parties
to satisfy closing conditions to the transaction; (v) changes in economic,
business, competitive, technological and/or regulatory factors; and (vi) those
risks identified and discussed by the Company in its filings with the
SEC. Investors are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof. The
Company undertakes no obligation to republish or revise forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. Investors are also
urged to carefully review and consider the various disclosures in the Company's
SEC periodic and interim reports, including but not limited to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 2010 and June 30, 2010
and Current Reports on Form 8-K filed from time to time by the
Company. All forward-looking statements are qualified in their
entirety by this cautionary statement.
Additional
Information and Where to Find It
This Form
8-K may be deemed to be proxy solicitation material in respect of the proposed
transaction. In connection with the proposed transaction, the
Company will file or furnish relevant documents, including a proxy statement,
concerning the proposed transaction with the SEC.
Investors and stockholders of the
Company are urged to read the proxy statement and other relevant materials when
they become available because they will contain important information about the
Company and the proposed transaction.
The final proxy
statement will be mailed to the Company's stockholders.
Investors
and stockholders may obtain a free copy of the proxy statement and any other
relevant documents filed or furnished by the Company with the SEC (when
available) at the SEC's web site at www.sec.gov. In addition,
investors and stockholders may obtain free copies of the documents filed with
the SEC by the Company by contacting the Company's Corporate Secretary at (201)
794-6500 or by going to the SEC Filings website portion of the Company's website
at http://www.hbe-inc.com.
The
Company and its directors and certain executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
respect of the proposed transaction. Information about the directors
and executive officers of the Company and their respective interests in the
Company by security holdings or otherwise will be set forth in the proxy
statement that will be filed by Company with the SEC. Stockholders
may obtain additional information regarding the interests of the Company and its
directors and executive officers in the Merger, which may be different than
those of the Company's stockholders generally, by reading the proxy statement
and other relevant documents regarding the Merger, when filed with the
SEC. Each of these documents is, or will be, available as described
above.
Item
9.01 Financial Statements and Exhibits.
|
2.1
|
Agreement
and Plan of Merger by and among Kratos Defense & Security Solutions,
Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated
October 5, 2010*
|
|
99.1
|
Press
Release issued by Henry Bros. Electronics, Inc. dated October 6,
2010
|
* The
Company has omitted exhibits and disclosure schedules in accordance with
Regulation S-K 601(b)(2). The Company will furnish the omitted
exhibits and disclosure schedules to the SEC upon request.
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.
|
|
Henry
Bros. Electronics, Inc.
|
|
|
|
|
Date:
October 8, 2010
|
By: /s/
James E. Henry
|
|
|
Name: James
E. Henry
|
|
|
Title: Chief
Executive Officer and
Treasurer
|
EXHIBIT
INDEX
|
2.1
|
|
Agreement
and Plan of Merger by and among Kratos Defense & Security Solutions,
Inc., Hammer Acquisition Inc. and Henry Bros. Electronics, Inc., dated as
of October 5, 2010*
|
|
|
|
|
|
99.1
|
|
Press
Release issued by Henry Bros. Electronics, Inc. dated October 6,
2010
|
* The
Company has omitted exhibits and disclosure schedules in accordance with
Regulation S-K 601(b)(2). The Company will furnish the omitted
exhibits and disclosure schedules to the SEC upon request.
Henry Bros Electronics (MM) (NASDAQ:HBE)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Henry Bros Electronics (MM) (NASDAQ:HBE)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
