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EX-99 - PRESS RELEASE DATED DECEMBER 4, 2009 - Wright Investors Service Holdings, Inc. | ex99.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
|
December
4, 2009
|
NATIONAL
PATENT DEVELOPMENT CORPORATION
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Delaware
|
(State
or Other Jurisdiction of
Incorporation)
|
000-50587
|
13-4005439
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
903
Murray Road, PO Box 1960, East Hanover, NJ
|
07936
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(973)
428-4600
|
(Registrant’s
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):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
x |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
40.13e-4(c))
|
Item
8.01 Other
Events.
On
December 4, 2009, National Patent Development Corporation (“National
Patent”) issued a press release relating to the sale by National Patent to The
Merit Group, Inc. of the issued and outstanding stock of National Patent’s
wholly-owned subsidiary, Five Star Products, Inc. (“Five Star”), the holding
company and sole stockholder of Five Star Group, Inc.
A copy of
the press release is furnished as Exhibit 99 hereto.
* * *
*
Important
Information
This
communication may be deemed solicitation material in respect of the transaction
described herein. Because the transaction requires the approval of the
stockholders of National Patent, National Patent anticipates that it will file
with the Securities and Exchange Commission (the “SEC”) a definitive proxy
statement to be used by National Patent to solicit the approval of its
stockholders for such transaction. YOU ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE TRANSACTION, IF AND WHEN IT BECOMES AVAILABLE, AND ANY OTHER
RELEVANT DOCUMENTS FILED BY NATIONAL PATENT WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO SUCH A PROXY STATEMENT, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. You can obtain free copies of any such materials
(including any proxy statement) filed by National Patent with the SEC, as well
as other filings containing information about National Patent, at the SEC’s
Internet Site (http://www.sec.gov). National Patent will also provide copies of
any such proxy statement and other information filed with the SEC to any
stockholder, at the actual cost of reproduction, upon written request to Ira J.
Sobotko, Vice President and Chief Financial Officer of National Patent, at 903
Murray Road, PO Box 1960, East Hanover, New Jersey 07936, or via telephone at
(973) 428-4600. This is not a solicitation of proxies.
Participants in
Solicitation
National
Patent and its executive officers and directors may be deemed, under SEC rules,
to be participants in the solicitation of proxies from National Patent’s
stockholders with respect to the transaction described herein. Information
regarding the officers and directors of National Patent is set forth in the
definitive proxy statement for National Patent’s 2009 annual meeting of
stockholders, which was filed with the SEC on Schedule 14A on November 18, 2009,
and information regarding direct or indirect interests in the transaction by any
officer or director of National Patent, if any, by securities holdings or
otherwise, would be set forth in a definitive proxy statement to be filed by
National Patent with the SEC in the event such a filing were to
occur.
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Forward-Looking
Statements
Statements
in this Current Report on Form 8-K may contain “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the U.S. Private Securities Litigation Reform Act of 1995, which
involve significant risks and uncertainties. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including statements regarding the ability to
complete the transaction considering the various closing conditions; any
statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Investors and security holders are cautioned
not to place undue reliance on these forward-looking statements. Forward-looking
information may be identified by such forward-looking terminology as
“anticipate”, “believe”, “may”, “will”, “estimate”, and similar terms of
variations of such terms. Our forward looking statements, including those
relating to consummation of the sale transaction and satisfaction of the other
conditions and contingencies to the consummation of the sale transaction, are
based on our assumptions, estimates and projections about National Patent and
the Five Star business and involve significant risks and uncertainties,
including: the risk that the transaction will not be consummated; the risk that
conditions and other contingencies to consummation and closing will not occur;
the risk that anticipated benefits from the sale transaction may not be realized
or may take longer to realize than expected; the risk that estimated or
anticipated costs, charges and liabilities to be incurred in connection with
effecting the transaction may differ from or be greater than anticipated; and
the effect of any regulatory approvals or conditions. Additional information on
these and other risks, uncertainties and factors is included in National
Patent’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other documents filed by National Patent with the SEC.
If these or other significant risks and uncertainties occur, or if our estimates
or underlying assumptions prove inaccurate, actual results could differ
materially and consummation of the transaction may not occur. You are urged to
consider all such risks and uncertainties. In light of the uncertainty inherent
in such forward-looking statements, you should not consider their inclusion to
be a representation that such forward-looking matters will be achieved. National
Patent assumes no obligation to, and does not plan to, update any such
forward-looking statements, other than as required by law.
Item
9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
|
Title
|
99
|
Press
release dated December 4,
2009
|
2
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.
NATIONAL
PATENT DEVELOPMENT
CORPORATION
|
||||
Date: December
4, 2009
|
By:
|
/s/ IRA J. SOBOTKO | ||
Name: | Ira J. Sobotko | |||
Title: | Vice President & Chief Financial Officer | |||
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