Attached files
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| EX-99.1 - ADDITIONAL EXHIBITS - VERSAR INC | exhibit991totenderandsupp.htm |
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 2,
2017
VERSAR, INC.
(Exact name of registrant as specified in
charter)
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Delaware
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1-9309
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54-0852979
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(State or Other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6850 Versar CenterSpringfield, Virginia
22151
(Address of principle executive offices, including
zip code)
(703)
750-3000
Registrant’s telephone number, including area
code
N/A
(Former name of registrant, 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:
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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(b))
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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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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01. Other Events.
As
previously announced, on September 22, 2017, Versar, Inc., a
Delaware corporation (the “Company”), Kingswood
Genesis Fund I, LLC, a Delaware limited liability company
(“Parent”), and KW Genesis
Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Sub”) entered into
an Agreement and Plan of Merger, as amended and restated by the
Amended and Restated Agreement and Plan of Merger, dated as of
September 27, 2017 (the “Merger Agreement”).
Pursuant to the Merger Agreement, upon the terms and subject to the
conditions thereof, Merger Sub will commence a tender offer (the
“Offer”) to acquire all of
the outstanding shares of common stock of the Company, $0.01 par
value (the “Shares”), at a purchase
price of $0.15 per Share.
On October 2,
2017, in connection with the Offer, each of the Company’s
directors and certain executive officers (each, a
“Stockholder” and,
collectively, the “Stockholders”) entered
into a Tender and Support Agreement, dated as of October 2, 2017
with Parent and Merger Sub (each, a “Tender and Support
Agreement”). Subject to the terms and conditions of
the Tender and Support Agreement, each Stockholder has agreed,
among other things, to tender his or her Shares into the Offer and,
subject to certain exceptions, not transfer his or her Shares that
are subject to the Tender and Support Agreement. The Tender and
Support Agreements will terminate with respect to each Stockholder
upon the first to occur of (i) the date on which the parties
mutually agree in writing to terminate the Tender and Support
Agreement, (ii) the termination of the Merger Agreement in
accordance with its terms, (iii) the date of any modification,
waiver or amendment of the Merger Agreement in a manner that
reduces the amount or changes the form of consideration payable
thereunder to such Stockholder, (iv) the acceptance for payment by
Merger Sub (or other affiliate of Parent) of the Shares validly
tendered pursuant to the Offer and not properly withdrawn and (v)
the Effective Time.
The
amount of Shares beneficially owned by each of the Stockholders
that will be subject to the terms and conditions of the Tender and
Support Agreements is as follows:
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Stockholder Name
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Stockholder Title
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Number of Shares
Beneficially Owned
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Paul J.
Hoeper
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Director
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139,090
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Robert
L. Durfee
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Director
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602,913
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James
L. Gallagher
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Director
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66,890
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Amoretta
M. Hoeber
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Director
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65,290
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Amir A.
Metry
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Director
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83,019
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Anthony
L. Otten
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Director,
Chief Executive Officer
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128,442
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Frederick
M. Strader
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Director
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33,500
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Jeffrey
A. Wagonhurst
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Director,
President and Chief Executive Officer
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84,846
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Linda
M. McKnight
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Senior
Vice President, Business Development
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23,998
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James
D. Villa
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Senior
Vice President, General Counsel, Secretary, Chief Compliance
Officer
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22,680
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The
foregoing description of the Tender and Support Agreements and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by reference to,
the full text of the form of Tender and Support Agreement, which is
attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
Additional Information and Where to Find It
The
tender offer described in this communication (the
“Offer”) has not yet
commenced, and this communication is neither an offer to purchase
nor a solicitation of an offer to sell any shares of the capital
stock of Versar or any other securities. On the commencement date
of the Offer, a tender offer statement on Schedule TO, including an
offer to purchase, a letter of transmittal and related documents,
will be filed with the United States Securities and Exchange
Commission (the “SEC”). The offer to
purchase shares of Versar stock will only be made pursuant to the
offer to purchase, the letter of transmittal and related documents
filed with such Schedule TO. The tender offer statement will be
filed with the SEC by an affiliate of Kingswood and Versar is
obligated to file a solicitation/recommendation statement with the
SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER
OFFER STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS
THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE TRANSACTION. Investors and
security holders may obtain a free copy of these statements (when
available) and other documents filed with the SEC at the website
maintained by the SEC at www.sec.gov or by directing such requests
to the information agent for the tender offer, which will be named
in the tender offer statement.
Cautionary Note Regarding Forward-Looking Statements
This
document and the exhibits filed herewith contain forward-looking
statements with respect to the Company, Kingswood and the
Transactions, including the benefits expected from the Transactions
and the expected timing of their completion. Actual results
may differ materially from these expectations. When used in this
document, the words “can,” “will,”
“intends,” “expects,” “is
expected,” similar expressions and any other statements that
are not historical facts are intended to identify those assertions
as forward-looking statements. Such statements are based on a
number of assumptions that could ultimately prove inaccurate, and
are subject to a number of risk factors, including uncertainties
regarding the timing of the closing of the Transactions,
uncertainties as to how many stockholders of the Company may tender
their stock in the Offer, the possibility that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the Transactions, and general economic and business
conditions. Factors that could cause actual results of the
Transactions to differ materially include the following: the risk
of failing to satisfy conditions to the Transactions, the risk that
Kingswood is unable to obtain adequate financing, the risk that the
Transactions will not close or that closing will be delayed, the
risk that the Company’s businesses will suffer due to
uncertainty related to the Transactions, the competitive
environment in our industry and competitive responses to the
Transactions as well as risk factors set forth above. Further
information on factors that could affect the Company’s
financial results is provided in documents filed by the Company
with the SEC, including the Company’s recent filings on Form
10-Q and Form 10-K.
Accordingly, no
assurances can be given as to whether the Transactions will be
completed or if any of the other events anticipated by the
forward-looking statements will occur or what impact they will
have. Forward-looking statements speak only as of the date hereof
and you are cautioned not to place undue reliance on these
forward-looking statements. All forward-looking statements are
qualified in their entirety by this cautionary statement and
neither the Company nor Kingswood assumes any obligation to update
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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Form of
Tender and Support Agreement.
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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, thereunto duly authorized.
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October 2, 2017
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Versar, Inc.
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By:
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/s/ James D. Villa
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James D. Villa
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Senior Vice President and General Counsel
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