Item
5.01. Changes in Control of
Registrant.
On
September 10, 2007, the Company,
Redcats USA, Inc., a Delaware corporation (“Redcats”), and Boulevard Merger Sub,
Inc., a newly formed Delaware corporation and a wholly owned subsidiary of
Redcats (“Merger Sub”), entered into an Agreement and Plan of Merger (the
“Merger Agreement”), providing for the merger of Merger Sub with and into the
Company (the “Merger”). On September 25, 2007, pursuant to the Merger
Agreement, Merger Sub commenced a cash tender offer (the “Offer”) to purchase
all of the issued and outstanding shares of common stock, par value $0.001
per
share, of the Company (the “Common Stock”), together with the associated rights
pursuant to the Company’s Rights Agreement, dated as of September 14, 1999, by
and between the Company and the Continental Stock Transfer & Trust Company,
as amended (together with the Common Stock, the “Shares”), at a price per share
equal to $13.70, net to the sellers in cash, upon the terms and subject to
the
conditions disclosed in the Offer to Purchase on Schedule TO filed by Redcats
and Merger Sub with the United States Securities and Exchange Commission on
September 25, 2007, as amended or supplemented from time to time (the “Offer to
Purchase”).
The
initial offering period for the
Offer expired at 12:00 midnight, New York City time, at the end of Tuesday,
October 23, 2007. On October 24, 2007, Redcats announced that, as of
that date, approximately 12,048,037 million Shares (approximately 83.95% of
the
Company’s outstanding Shares) were validly tendered and not withdrawn pursuant
to the Offer (including 723,622 Shares tendered by notice of guaranteed
delivery), and that Merger Sub had accepted such Shares for
payment. Merger Sub also commenced a subsequent offering period for
all remaining Shares. During the subsequent offering period, Merger
Sub announced that Shares will be accepted for payment as they are tendered
at a
price per share equal to $13.70, net to the sellers in cash. The
subsequent offering period will expire at 5 p.m., New York City time, on October
31, 2007.
Based
on the per Share consideration of
$13.70 and the number of Shares tendered into the Offer, $165,058,106.90 will
be
used to purchase the 12,048,037 Shares tendered into the Offer (including
723,622 Shares tendered by notice of guaranteed delivery). The Offer
to Purchase also states that Redcats has available the necessary funds from
its
ongoing free cash and its affiliates to complete the Offer and Merger, and
will
cause Merger Sub to have sufficient funds available to complete the Offer and
Merger. Following acceptance of the Shares validly tendered and not
withdrawn (including Shares tendered by notice of guaranteed delivery), Redcats
and Merger Sub owned approximately 83.95% of the outstanding
Shares.
All
stockholders who did not tender
their Shares during the Offer and do not tender their Shares during the
subsequent offering period (other than stockholders who validly perfect
appraisal rights under Delaware law) will be entitled to receive $13.70 in
cash,
without interest, for each Share held as of immediately prior to the effective
time of the Merger.