Current Report Filing (8-k)
November 07 2018 - 3:45PM
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):
November 7, 2018
WSI
Industries, Inc.
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State
Or Other Jurisdiction Of Incorporation)
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000-00619
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41-0691607
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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213
Chelsea Road
Monticello,
MN
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55362
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(Address
Of Principal Executive Offices)
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(Zip
Code)
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(763)
295-9202
Registrant’s
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 (
see
General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Items
under Sections 4, 7 and 8 are not applicable and therefore omitted.
Introductory
Note
As
previously disclosed, on September 5, 2018, WSI Industries, Inc. (the “Company”) entered into an Agreement and Plan
of Merger (the “merger agreement”), with Polaris Industries Inc., a Delaware corporation (“Parent”), and
Iceman Merger Sub, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing
for the merger of Merger Sub with and into the Company (the “merger”).
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ITEM
1.02
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TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT.
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On
November 7, 2018, the Company terminated its $1.5 million revolving line of credit and repaid its $3.7 million mortgage with Tradition
Capital Bank, resulting in the termination of the related promissory notes, loan agreements and security agreements. There were
no amounts outstanding under the revolving line of credit at the time of termination.
The
information set forth in the Introductory Note above and in Item 2.01 is incorporated by reference into this Item 1.02.
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ITEM
2.01
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COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
.
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On
November 7, 2018 (the “closing date”), upon the terms and subject to the conditions set forth in the merger agreement
and in accordance with the applicable provisions of the Minnesota Business Corporation Act, the merger was completed. At the effective
time of the merger on the closing date (the “effective time”), the separate corporate existence of Merger Sub ceased,
and the Company survived the Merger as a wholly-owned subsidiary of Parent.
At
the effective time, each outstanding share of common stock of the Company, par value $0.10 per share, was automatically converted
as a result of the merger into the right to receive $7.00 in cash, without interest and subject to applicable withholding taxes
(the “merger consideration”), other than “excluded shares” which are shares owned by Parent, the Company
or any subsidiary of Parent or the Company, which excluded shares were cancelled without any consideration.
At
the effective time, each unexercised stock option (including tandem stock appreciation rights) was cancelled as a result of the
merger in exchange for an amount in cash equal to the excess, if any, of the merger consideration over the exercise price per
share of common stock subject to such option multiplied by the number of shares of common stock subject to such option. Any outstanding
options whose exercise price was equal to or greater than $7.00 per share was terminated and cancelled without any consideration
being payable in respect thereof.
The
aggregate consideration paid by Parent for the Company’s common stock and stock options in connection with the merger was
approximately $21,588,000, which amount was funded through Parent’s cash on hand.
The
foregoing description of the merger agreement and the transactions contemplated thereby is not complete and is subject to and
qualified in its entirety by reference to the merger agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K
filed by the Company on September 6, 2018 and the terms of which are incorporated by reference herein.
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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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On
the closing date, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the merger had been completed.
The Company also requested that Nasdaq (i) withdraw the Company’s common stock from listing on the Nasdaq Capital Market
as of the close of business on November 7, 2018 and (ii) file with the SEC a notification of removal from listing and registration
on Form 25 to effect the delisting the Company’s common stock and deregistration of the Company’s common stock under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On the closing date, in accordance
with the Company’s request, Nasdaq filed the Form 25 with the SEC.
The
Company intends to file with the SEC a certification and notice on Form 15 under the Exchange Act, requesting that the registration
of the Company’s common stock under Section 12(g) of the Exchange Act be terminated and that the Company’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act be suspended.
The
information set forth in the Introductory Note above and in Item 2.01 is incorporated by reference into this Item 3.01.
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ITEM
3.03
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MATERIAL
MODIFICATION OF THE RIGHTS OF SECURITY HOLDERS.
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The
information set forth in the Introductory Note above and Item 2.01 and Item 3.01 is incorporated by reference into this Item 3.03.
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ITEM
5.01
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CHANGES
IN CONTROL OF REGISTRANT.
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The
information set forth in the Introductory Note above and in Item 2.01 and Item 5.02 is incorporated by reference into this Item
5.01.
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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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Pursuant
to the merger agreement, each of Michael J. Pudil, Burton F. Myers II, James D. Hartman and Jack R. Veach, the directors of the
Company as of immediately prior to the effective time, ceased to be directors of the Company effective at the effective time.
Additionally, each of Kenneth Pucel, Robert Mack, Michael Speetzen and Lucy Clarke Dougherty, the directors of Merger Sub as of
immediately prior to the effective time, became directors of the Company effective at the effective time.
Pursuant
to the merger agreement, Michael J. Pudil and Paul D. Sheely ceased to be executive officers of the Company effective at the effective
time. Additionally, the officers of Merger Sub as of immediately prior to the effective time, Ken Pucel, President and Chief Executive
Officer, and Kenneth Pucel (President and Chief Executive Officer), Robert Mack (Vice President), Michael Speetzen (Vice President
and Chief Financial Officer) and Lucy Clarke Dougherty (Vice President and Secretary), became officers of the Company effective
at the effective time.
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ITEM
5.03
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
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Pursuant
to the merger agreement, at the effective time, the articles of incorporation of the Company was amended and restated in its entirety
to be the same as the articles of incorporation of Merger Sub as in effect immediately prior to the effective time, except that,
in accordance with the merger agreement, references to the name of Merger Sub were replaced by references to “WSI Industries,
Inc.” Pursuant to the merger agreement, at the effective time, the Company ceased to have any bylaws.
The
full text of the amended and restated articles of incorporation of the Company are attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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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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WSI
INDUSTRIES, INC.
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By:
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/s/
Michael J. Pudil
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Michael
J. Pudil
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President
and Chief Executive Officer
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Date:
November 7, 2018
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