- Current report filing (8-K)
13 Luglio 2010 - 12:02PM
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)
July 12, 2010
HEALTHTRONICS, INC.
(Exact name of registrant as specified in its charter)
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Georgia
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000-30406
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58-2210668
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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9825 Spectrum Drive,
Building 3
Austin, Texas 78717
(Address of principal executive offices including Zip Code)
(512) 328-2892
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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As a result of the Merger (as defined in Item 3.03 hereof), HealthTronics, Inc. (the Company) requested that its common
stock, without par value (the Shares), be withdrawn from listing on The NASDAQ Global Select Market as of the close of business on July 12, 2010. The NASDAQ Stock Market, LLC (NASDAQ) has filed with the SEC a Form 25
Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), to delist and deregister the Shares. Upon the filing of the Form 25, the Common
Stock was delisted from The NASDAQ Global Select Market. The Company also intends to file with the SEC a Form 15 under the Exchange Act relating to the Shares, which would terminate and suspend the Companys reporting obligations under Sections
13 and 15(d) of the Exchange Act, respectively.
Item 3.03.
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Material Modification to Rights of Security Holders.
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In connection with the consummation of the merger of HT Acquisition Corp. (Purchaser) with and into the Company (the
Merger) in accordance with the terms of the Agreement and Plan of Merger, dated as of May 5, 2010, by and among Endo Pharmaceuticals Holdings Inc. (Parent), Purchaser and the Company (the Merger Agreement)
and the Georgia Business Corporation Code (the GBCC), each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares held by holders who comply with the relevant provisions of Article
13 of the GBCC regarding the rights of shareholders to demand appraisal of such shares in connection with the Merger and (ii) Shares held in the treasury of the Company or owned by the Company or Parent or by any direct or indirect wholly-owned
subsidiary of the Company or Parent) was converted into the right to receive $4.85 per Share, in cash (less any required withholding taxes and without interest) (the Merger Consideration). At the effective time of the Merger, the
Companys shareholders immediately prior to the effective time of the Merger ceased to have any rights as shareholders in the Company (other than their rights to receive the Merger Consideration).
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 12, 2010 and as a result of the consummation of the Merger, the directors of Purchaser
immediately prior to the effective time of the Merger became the directors of the Company. The directors of the Company following consummation of the Merger are David P. Holveck, Alan G. Levin, Ivan Gergel, M.D. and Caroline B. Manogue. As a result
of the Merger, James S.B. Whittenburg and Edward J. Sweeney are no longer directors of the Company.
The other information
required by Item 5.02 of Form 8-K is contained in the Companys Solicitation/Recommendation on Schedule 14D-9 originally filed by the Company with the SEC on May 19, 2010 (the Schedule 14D-9), including the Information
Statement comprising Annex B thereto, and such information is incorporated herein by reference.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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(a) Following consummation of the Merger, on July 12, 2010, the Companys articles of incorporation and bylaws were amended and
restated. The changes to the Companys articles of incorporation and bylaws relate primarily to changes consistent with the Company becoming a wholly-owned subsidiary of Parent and a non-public-reporting company. The Companys amended and
restated articles of incorporation and amended and restated bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this report and are incorporated by reference herein.
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As
previously reported, on July 2, 2010, Purchaser completed the initial offering period of its tender offer for all outstanding Shares. A total of approximately 41,821,485 Shares were purchased by Purchaser in the initial offering period of the
tender offer, representing approximately 92.1% of the Shares outstanding. At 5:00 p.m., New York City time, on July 9, 2010, the subsequent offering period expired. A total of approximately 190,215 Shares were purchased by Purchaser during the
subsequent offering period. On July 12, 2010, Purchaser filed a certificate of Ownership and Merger with the Secretary of State of the State of Georgia merging Purchaser with and into the Company pursuant to a short-form merger
procedure available under Georgia law, as a result of which the Company became a wholly-owned subsidiary of Parent.
Item 9.01
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Financial Statements and Exhibits
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Exhibit
No.
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Description of Exhibit
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3.1
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Second Amended and Restated Articles of Incorporation
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3.2
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Second Amended and Restated Bylaws
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SIGNATURE
After due 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.
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HEALTHTRONICS, INC.
(Registrant)
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Dated: July 12, 2010
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By:
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/s/ Richard A. Rusk
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Name:
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Richard A. Rusk
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Title:
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Chief Financial Officer and Vice President
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Exhibit Index
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Exhibit
No.
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Description of Exhibit
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3.1
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Second Amended and Restated Articles of Incorporation
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3.2
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Second Amended and Restated Bylaws
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5
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