- Current report filing (8-K)
June 29 2011 - 4:18PM
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):
June 29, 2011
LAWSON SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Commission File Number:
000-51942
Delaware
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20-3469219
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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380 St. Peter Street, St. Paul, Minnesota
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55102-1302
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(651) 767-7000
Former name or former address, if changed since last report:
Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act (17CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5 Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Lawson Software, Inc. (the Company) held on June 29, 2011, the Companys stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated April 26, 2010 (as it may be amended from time to time, the Merger Agreement), by and among the Company, GGC Software Holdings, Inc., a Delaware corporation, and Atlantis Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub). The Merger Agreement provides for the merger of Merger Sub with and into the Company. The stockholders of the Company also voted to approve the non-binding proposal regarding certain merger-related executive compensation arrangements.
Set forth below, with respect to each such proposal, are the number of votes cast for or against and the number of abstentions.
Adopt the Merger Agreement
For
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Against
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Abstain
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113,373,078
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342,106
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1,492,324
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Non-Binding Approval of Certain Merger-Related Executive Compensation Arrangements
For
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Against
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Abstain
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107,871,570
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4,793,440
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2,542,498
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A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
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Description
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99.1
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Press Release of Lawson Software, Inc., dated June 29, 2011.
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2
SIGNATURE
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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Lawson Software, Inc.
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Date: June 29, 2011
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By:
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/s/ Stefan Schulz
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Name:
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Stefan Schulz
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Title:
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Senior Vice President and Chief Financial Officer
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3
INDEX OF EXHIBITS
Exhibit
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Description
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99.1
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Press Release of Lawson Software, Inc., dated June 29, 2011
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4
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