Carrier Access Corp - Additional Proxy Soliciting Materials (definitive) (DEFA14A)
December 17 2007 - 11:46AM
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
December 15, 2007
Date of Report (date of earliest event reported)
CARRIER ACCESS CORPORATION
(Exact name of Registrant as specified in its
charter)
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State of Delaware
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000-24597
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84-1208770
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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5395 Pearl Parkway
Boulder, Colorado 80301
(Address of principal executive offices)
(303) 442-5455
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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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x
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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 1.01.
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Entry into a Material Definitive Agreement.
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On December 15,
2007, Carrier Access Corporation, a Delaware corporation (Carrier Access), entered into an Agreement and Plan of Merger (the Merger Agreement) with Turin Networks, Inc., a Delaware corporation (Turin), and RF
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Turin (Merger Sub), by which Turin has agreed to acquire Carrier Access (the Merger). The Merger Agreement has been unanimously approved by the Boards
of Directors of both Carrier Access and Turin.
Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the
Effective Time), each issued and outstanding share of common stock of Carrier Access will be converted into the right to receive $2.60, subject to adjustment. Each outstanding in-the-money option to purchase common stock of Carrier
Access will vest immediately prior to the Effective Time, and option-holders will be entitled to receive $2.60 per share, subject to adjustment, less the exercise price of the option and applicable taxes. Each outstanding restricted stock unit of
Carrier Access will also vest immediately prior to the Effective Time, and holders will be entitled to receive $2.60 per share, subject to adjustment, less applicable taxes. The $2.60 purchase price is subject to adjustment in the event that Carrier
Access has less than $63 million in closing cash, as defined in the Merger Agreement, shortly before the Effective Time.
Consummation of the
Merger is subject to customary closing conditions, including the adoption of the Merger Agreement by the stockholders of Carrier Access, the receipt of antitrust approvals or the expiration of applicable waiting periods in certain jurisdictions, the
absence of certain governmental restraints, and a minimum balance of closing cash, as defined in the Merger Agreement, of $50 million, shortly before the Effective Time. The Merger is intended to be treated as a taxable purchase of
securities of Carrier Access under the Internal Revenue Code of 1986, as amended.
The Merger Agreement contains certain termination rights for both
Carrier Access and Turin and provides that in certain specified circumstances, Carrier Access must pay Turin a termination fee of $3,475,198 (generally in the event the Board of Directors of Carrier Access changes its recommendation that its
stockholders adopt the Merger Agreement, or elects to pursue a superior acquisition proposal from a third party).
Concurrently with the execution of the
Merger Agreement, Turin entered into voting agreements (the Voting Agreements) with each executive officer and director of Carrier Access, pursuant to which each such person agreed to vote his or her shares of Carrier Access common stock
(which in the aggregate represent approximately thirty eight percent (38%) of the outstanding shares of Carrier Access common stock) in favor of adoption of the Merger Agreement.
A copy of the Merger Agreement and the form of Voting Agreement are attached hereto as Exhibits 2.1 and 99.1, respectively, and are incorporated herein by reference. The foregoing description of the Merger Agreement
and the form of Voting Agreement is qualified in its entirety by reference to the full text of the Merger Agreement and the Voting Agreement.
Additional Information and Where to Find It
In connection with the proposed transaction, Carrier Access will be filing a proxy statement
and relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). SECURITY HOLDERS OF CARRIER ACCESS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents when they become available by contacting Investor Relations, Carrier Access, 5395
Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455). In addition, documents filed with the SEC by Carrier Access are available free of charge at the SECs web site at www.sec.gov.
Carrier Access and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be participants in the
solicitation of proxies from Carrier Access stockholders in connection with the transaction, which may be different than those of Carrier Access stockholders generally. Information regarding the interests of such directors and executive
officers is included in Carrier Access proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and information concerning all of Carrier Access participants in the solicitation will be included in the proxy
statement relating to the proposed
transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SECs web site at http://www.sec.gov and
from Investor Relations, Carrier Access, 5395 Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455).
Item 9.01.
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Financial Statements and Exhibits
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated December 15, 2007, by and among Turin Networks, Inc., RF Acquisition Corp., and Carrier Access Corporation.
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99.1
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Form of Voting Agreement.
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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.
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CARRIER ACCESS CORPORATION
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Date: December 17, 2007
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By:
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/s/ GARY GATCHELL
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Gary Gatchell
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated December 15, 2007, by and among Turin Networks, Inc., RF Acquisition Corp., and Carrier Access Corporation.
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99.1
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Form of Voting Agreement.
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