Attached files
| file | filename |
|---|---|
| EX-2.1 - OTIX GLOBAL, INC. | v199073_ex2-1.htm |
| EX-99.1 - OTIX GLOBAL, INC. | v199073_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) October 14, 2010
OTIX
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
|
DELAWARE
|
000-30335
|
87-0494518
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
4246
South Riverboat Road, Suite 300
Salt
Lake City, UT 84123
(Address
of principal executive offices)
(801)
312-1700
(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:
|
o
|
Written
Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
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
240.13e-4(c))
|
|
Item
1.01.
|
Amendment
to a Material Definitive Agreement
|
On
October 14, 2010, Otix Global, Inc. (“Otix”) entered into the Second Amendment
to the Agreement and Plan of Merger (the “amendment”) to the Agreement and Plan
of Merger dated as of September 13, 2010, and subsequently amended by the First
Amendment to the Agreement and Plan of Merger dated October 6, 2010
(collectively, the “merger agreement”) with William Demant Holding A/S (“WDH”).
The amendment increases the price which WDH will pay for each outstanding share
of Otix common stock from $10.00 to $11.01 per share, which matches the most
recent offer by GN ReSound A/S (“GN”) announced on October 12,
2010. In addition, WDH matched GN’s proposed changes to the merger
agreement by increasing the termination fee payable from $5 million to $8
million. WDH also modified Section 6.03(c) to eliminate its right
to not close the merger if a governing regulatory authority imposed conditions
on its consent to the merger. Now, only consents of governing regulatory
authorities, with or without conditions, must be obtained as a condition to
closing. All other terms are substantially the same.
A copy of
the amendment and press release issued by WDH are filed as Exhibits 2.1 and
99.1, respectively, to this report and incorporated herein by
reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
2.1
|
Second
Amendment to Agreement and Plan of Merger dated as of October 14, 2010 by
and among William Demant Holding A/S, OI Merger Sub, Inc. and Otix Global,
Inc.
|
|
|
99.1
|
WDH
press release, dated October 14,
2010.
|
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 duly
authorized.
Dated: October
15, 2010.
| OTIX GLOBAL, INC. | ||
|
|
/s/ Michael M. Halloran | |
| Michael M. Halloran | ||
| Vice President and Chief Financial Officer | ||