UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2010
THERMADYNE HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
001-13023 (Commission File Number) |
74-2482571 (I.R.S. Employer Identification No.) |
16052 Swingley Ridge Road, Suite 300 | 63017 | |
Chesterfield, Missouri | (Zip Code) | |
(Address of Principal Executive Offices) |
(636) 728-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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) |
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 5.07. | Submission of Matters to a Vote of Security Holders. |
At a special meeting of the stockholders of Thermadyne Holdings Corporation (the Company)
held on December 2, 2010, the Companys stockholders approved the proposal to adopt the Agreement
and Plan of Merger (the Merger Agreement), dated as of October 5, 2010, by and among Razor Holdco
Inc. (Parent), Razor Merger Sub Inc. (Merger Sub) and the Company, which provides for the
merger of Merger Sub with and into the Company. The stockholders of the Company also voted to
approve the proposal to adjourn the special meeting to a later date, if necessary or appropriate,
to solicit additional proxies if there are insufficient votes at the time of the special meeting to
approve the proposal to adopt the Merger Agreement. The special meeting was not adjourned to a
later date because there were sufficient votes at the time of the special meeting to adopt the Merger Agreement. The matters acted upon at the special meeting are described in more detail in the
Companys Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange
Commission by the Company on November 1, 2010, pursuant to which proxies were solicited. The final
voting results for each proposal are set forth below:
Proposal 1: Adopt the Merger Agreement
For | Against | Abstain | Broker Non-Votes | |||
9,201,188 | 1,584,273 | 1,084 | 0 |
Proposal 2: Adjourn the Special Meeting
For | Against | Abstain | Broker Non-Votes | |||
9,390,216 | 1,395,045 | 1,284 | 0 |
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. |
THERMADYNE HOLDINGS CORPORATION |
||||
Date: December 2, 2010 | By: | /s/ Steven A. Schumm | ||
Name: | Steven A. Schumm | |||
Title: | Chief Financial and Administrative Officer | |||