Report of Foreign Issuer (6-k)
May 08 2015 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2015
(Commission File No. 001-36221)
Kofax Limited
(Translation of registrants name into English)
Kofax Limited
15211
Laguna Canyon Road
Irvine, CA 92618-3146
(Address of registrants principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101 (b) (1): ¨
Indicate by check mark
if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7): ¨
Other Events
On May 8, 2015, Kofax Limited and Lexmark International, Inc. issued a joint announcement reporting HSR clearance for Lexmarks proposed acquisition
of Kofax.
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Exhibits |
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99.1 |
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Announcement |
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, thereto duly authorized.
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KOFAX LIMITED |
(Registrant) |
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By: |
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/s/ James Arnold, Jr. |
Name: |
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James Arnold, Jr. |
Title: |
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Chief Financial Officer |
Date: May 8, 2015
EXHIBIT INDEX
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Exhibit |
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Description |
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99.1 |
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Announcement |
Exhibit 99.1
Lexmark and Kofax announce HSR clearance for proposed transaction
Lexington, Ky. and Irvine, Calif., May 8, 2015
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Lexmark International, Inc. and Kofax Limited (NASDAQ: KFX) today announced that the applicable waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 has expired with respect to
Lexmarks proposed acquisition of Kofax via merger. |
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The German Federal Cartel Office has also granted approval of the merger. |
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As previously announced on March 24, 2015, Lexmark and Kofax entered into a definitive agreement pursuant to which Lexmark would acquire Kofax in a cash transaction for $11.00 per share. |
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The expiration of the HSR waiting period and the approval by the German Federal Cartel Office satisfy two of the conditions to close the proposed acquisition. The proposed acquisition remains subject to certain other
conditions, including the absence of a material adverse change in Kofaxs business and the adoption of the merger agreement by the Kofax shareholders. |
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The shareholders of Kofax are scheduled to vote to approve the merger on May 18, 2015, and, assuming shareholder approval, the transaction is expected to close on or around May 21, 2015. |
About Lexmark
Lexmark (NYSE: LXK) creates enterprise
software, hardware and services that remove the inefficiencies of information silos and disconnected processes, connecting people to the information they need at the moment they need it. Open the possibilities at www.Lexmark.com.
About Kofax
Kofax is a leading provider of smart process
applications to simplify and transform the First Mile of customer engagement. Success in the First Mile can dramatically improve the customer experience, greatly reduce operating costs and increase competitiveness, growth and profitability.
Kofax software and solutions provide a rapid return on investment to more than 20,000 customers in financial services, insurance, government, healthcare, supply chain, business process outsourcing and other markets. Kofax delivers these through its
direct sales and service organization, and a global network of more than 800 authorized partners in more than 75 countries throughout the Americas, EMEA and Asia Pacific. For more information, visit Kofax.com.
Lexmark, the Lexmark logo and Open the possibilities are trademarks of Lexmark International, Inc., registered in
the U.S. and/or other countries. All other trademarks are the property of their respective owners.
© 2015 Kofax Limited. Kofax and Kofax TotalAgility are registered trademarks and First Mile is a
trademark of Kofax Limited.
Additional Information and Where To Find It
On April 14, 2015, Kofax filed a Form 6-K with the Securities and Exchange Commission (SEC) that contained an information statement in
connection with the proposed transaction with Lexmark. The information statement is being sent or given to Kofax shareholders of record. SECURITY HOLDERS ARE URGED TO READ THE INFORMATION STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION
ABOUT KOFAX AND THE PROPOSED TRANSACTION. The information statement and other relevant materials, and any other documents filed by Kofax with the SEC, may be obtained free of charge at the SECs website, at www.sec.gov, or by going
to the Investor Relations page on the Kofax corporate website at www.kofax.com.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995: Statements in this release which are not historical facts are forward-looking and involve risks and uncertainties which may cause the companys actual results or performance to be materially different from the
results or performance expressed or implied by the forward-looking statements. Factors that may impact such forward-looking statements include, but are not limited to, failure to receive Kofax shareholder approval of the Merger Agreement and
Statutory Merger Agreement; failure of other closing conditions causing the Merger Agreement not to be consummated; litigation or legal proceedings preventing the consummation of the merger; and other risks described in Kofax and Lexmarks
Securities and Exchange Commission filings. Kofax and Lexmark undertake no obligation to update any forward-looking statement.
Lexmark Investor
Contact:
John Morgan
859-232-5568
jmorgan@Lexmark.com
Lexmark Media Contact:
Jerry Grasso
859-232-3546
ggrasso@Lexmark.com
Kofax Media Contact:
Laura Brandlin
949-783-1545
Laura.brandlin@kofax.com
Kofax Investor Contact:
Todd Kehrli
323-468-2300
kfx@mkr-group.com
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