Attached files
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| EX-99.1 - ADVANCE DISPLAY TECHNOLOGIES INC | v197253_ex99-1.htm |
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): September 16,
2010
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ADVANCE DISPLAY TECHNOLOGIES,
INC.
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(Exact name of
registrant as specified in its
charter)
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COLORADO
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0-15224
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84-0969445
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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42230
Zevo Drive
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Temecula,
California
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92590
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(951)
795-4446
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(Former
name or former address, if changed since last
report.)
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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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Item
1.01 Entry into a Material
Definitive Agreement.
As previously disclosed in a Current
Report on Form 8-K filed August 17, 2010, Lawrence F. DeGeorge,
GSLD Holdings, Inc., the Estate of Gene W. Schneider, and Mark L. Schneider
(collectively, the “Filing Persons”)
filed a Transaction Statement (the “Schedule 13E-3”)
under Section 13(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) with
the Securities and Exchange Commission (the “Commission”) on
August 16, 2010. The Schedule 13E-3 was subsequently amended on
August 16, 2010 and September 14, 2010. In the Schedule 13E-3, including the
amendments thereto, the Filing Persons disclosed that they, as a group of
stockholders controlling approximately 90% of the outstanding shares of Advance
Display Technology, Inc. (“ADTI”), intended to
cause ADTI to merge with GSLD Holdings, Inc., a newly formed Colorado
corporation (“Holdings”), in order
to enable ADTI to terminate its registration under Section 12(g) of the Exchange
Act, subject to applicable law, required approvals and authorizations (the
“Merger”).
In order to effect the Merger, on
September 16, 2010, ADTI and the Filing Persons entered into an
Agreement and Plan of Merger (the “Agreement”) which
will become effective as of September 23, 2010 at 5:00 p.m. Eastern Standard
Time (the “Effective
Time”). At the Effective Time, Holdings shall merge with and
into ADTI (in such capacity, the “Surviving
Corporation”) pursuant to the Colorado “short-form” merger
statute. Under the Agreement, each share of issued and outstanding
common stock of ADTI shall be converted into the right to receive shares of
common stock in the Surviving Corporation and each share of issued and
outstanding Series D convertible preferred stock of ADTI (together with the
common stock of ADTI, the “ADTI Stock”) shall be
converted into the right to receive shares of Series D convertible preferred
stock in the Surviving Corporation, each at a conversion ratio of one thousand
five hundred (1,500) shares of ADTI Stock for every one (1) share of Surviving
Corporation. No fractional shares will be
issued. Instead, holders who would otherwise be entitled to receive
fractional shares will receive an amount in cash, without interest, equal to two
cents (US$0.02) per share; however, all stockholders who are entitled to receive
cash for their shares of ADTI Stock will receive at least one dollar
(US$1.00). The Agreement was filed with the Secretary of State of
Colorado with instructions to effectuate the Merger at the Effective
Time.
The forgoing description of the terms
of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the actual text of the document, which is attached
hereto as Exhibit 99.1.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description of Exhibit
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99.1
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Agreement
and Plan of Merger, dated September 16,
2010
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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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Date: September
22, 2010
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ADVANCE
DISPLAY TECHNOLOGIES, INC.
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By:
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/s/ James P. Martindale
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James
P. Martindale, President and Chief Executive
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description of Exhibit
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99.1
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Agreement
and Plan of Merger, dated September 16,
2010
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