Attached files
| file | filename |
|---|---|
| EX-99.1 - TODD SHIPYARDS CORP | v209467_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)
January
31, 2011
TODD
SHIPYARDS CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-5109
|
91-1506719
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
1801-
16th AVENUE SW, SEATTLE, WASHINGTON
(Address
of principal executive offices)
|
98134-1089
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
|
(206)
623-1635
|
|
|
|
Not
applicable
|
|
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
þ
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 Entry into a Material Definitive Agreement
As
previously reported, on December 22, 2010, Todd Shipyards Corporation, a
Delaware corporation (the “Company”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with Vigor Industrial LLC, an Oregon limited
liability company (“Parent”), and Nautical Miles, Inc., a Delaware corporation
and an indirect wholly owned subsidiary of Parent
(“Purchaser”). Among other things, the Merger Agreement provided that
if at any scheduled expiration of the tender offer (the “Offer”), any
condition to the consummation of the tender offer is not satisfied or waived
(other than the condition that Purchaser or Parent shall have received the
proceeds of financing in an amount sufficient to consummate the Offer),
Purchaser shall extend the Offer, on one or more occasions, in consecutive
increments of up to five business days. However, Purchaser is not so
obligated to extend the expiration of the Offer beyond February 11, 2011 if, on
or prior to such date, the SEC has, orally or in writing, confirmed that it has
no further comments on the preliminary proxy statement filed by the Company in
connection with the merger contemplated by the Merger Agreement.
On
January 31, 2011, the parties to the Merger Agreement agreed to waive
requirement that the Purchaser extend the expiration of the Offer as late as
February 11, 2011 and agreed that Purchaser will not be obligated to extend the
offer beyond February 4, 2011.
To the
extent the conditions to the offer, including the satisfaction of the minimum
tender condition of approximately 67% of the outstanding shares of the Company’s
common stock, are not satisfied by midnight on February 4, 2011, the parties
expect to proceed to hold a meeting of the Company’s stockholders to approve a
one-step merger transaction as provided in the Merger Agreement and described in
the offer to purchase. Approval of the one-step merger requires the
affirmative vote of holders of a majority of the outstanding shares of the
Company’s common stock.
Notice
to Investors
This Form
8-K is neither an offer to purchase nor a solicitation of an offer to sell any
securities. The Offer for outstanding Shares referred to herein commenced on
December 30, 2010 and is scheduled to expire at midnight, New York City time, on
February 4, 2011 pursuant to an offer to purchase and related materials that
Parent and Purchaser filed with the Securities and Exchange Commission on
December 30, 2010, as amended. At the time the Offer commenced,
Parent and Purchaser also filed a tender offer statement on Schedule TO with the
Securities and Exchange Commission, and the Company filed a solicitation /
recommendation statement on Schedule 14D-9 with respect to the
Offer. The Schedule TO (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement contain important information that should
be read carefully and considered before any decision is made with respect to the
Offer. These materials were sent free of charge to all stockholders
of the Company. In addition, all of these materials (and all other
materials filed by the Company with the Securities and Exchange Commission) are
available at no charge from the Securities and Exchange Commission through its
website at www.sec.gov. Free copies of the offer to purchase, the
related letter of transmittal and certain other offering documents can be
obtained from Phoenix Advisory Partners, the information agent for the Offer, by
calling (800) 576-4314. Stockholders may also obtain free copies of
the documents filed with the Securities and Exchange Commission from the Company
by contacting the Company at 1801 16th Avenue SW in Seattle, Washington
98134-1085.
In
connection with a potential one-step Merger, the Company will file a proxy
statement with the Securities and Exchange Commission. Additionally,
the Company will file other relevant materials with the Securities and Exchange
Commission in connection with the proposed acquisition of the Company by Parent
and Purchaser pursuant to the terms of the Merger Agreement. The
materials to be filed by the Company with the Securities and Exchange Commission
may be obtained free of charge at the Securities and Exchange Commission’s web
site at www.sec.gov. Investors and stockholders also may obtain free
copies of the proxy statement from the Company by contacting the Company at 1801
16th Avenue SW in Seattle, Washington 98134-1085. Investors and
security holders of the Company are urged to read the proxy statement and the
other relevant materials when they become available before making any voting or
investment decision with respect to a one-step Merger because they will contain
important information about a one-step merger.
The
Company and its respective directors, executive officers and other members of
their management and employees, under the Securities and Exchange Commission
rules, may be deemed to be participants in the solicitation of proxies of the
Company stockholders in connection with the one-step
Merger. Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests of certain of the
Company’s executive officers and directors in the solicitation by reading the
Company’s proxy statement for its 2010 annual meeting of stockholders, the
Annual Report on Form 10-K for the fiscal year ended March 28, 2010, and the
proxy statement and other relevant materials which may be filed with the
Securities and Exchange Commission in connection with the one-step Merger when
and if they become available. Information concerning the interests of the
Company’s participants in the solicitation, which may be, in some cases,
different than those of the Company’s stockholders generally, will be set forth
in the proxy statement relating to the one-step Merger when it becomes
available. Additional information regarding the Company directors and executive
officers is also included in the Company’s proxy statement for its 2010 annual
meeting of stockholders and is included in the Annual Report on Form 10-K for
the fiscal year ended March 28, 2010.
Cautionary
Statement
Statements contained in this Report,
which are not historical facts or information are “forward-looking
statements.” Words such as “believe,” “expect,” “intend,” “will,”
“should,” and other expressions that indicate future events and trends identify
such forward-looking statements. These forward-looking statements
involve risks and uncertainties which could cause the outcome to be materially
different than stated. Such risks and uncertainties include both
general economic risks and uncertainties and matters discussed in the Company’s
annual report on Form 10-K which relate directly to the Company’s operations and
properties. The Company cautions that any forward-looking statement
reflects only the belief of the Company or its management at the time the
statement was made. Although the Company believes such
forward-looking statements are based upon reasonable assumptions, such
assumptions may ultimately prove to be inaccurate or incomplete. The
Company undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement was
made.
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 thereunto
duly authorized.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
99.1
|
Joint
Press Release issued by Parent and the Company on January 31,
2011.
|
TODD
SHIPYARDS CORPORATION
By:
/s/ Michael
G. Marsh
Michael
G. Marsh
Secretary
and General Counsel
Date: January
31, 2011