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SCHAWK INC FILES (8-K) Disclosing Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

July 29, 2014



Item 1.02 Termination of a Material Definitive Agreement

On July 29, 2014, in connection with the consummation of the Merger, all commitments and amounts outstanding under the Company's Second Amended and Restated Credit Agreement, as amended, were terminated or repaid, respectively, and all outstanding senior notes issued under the Company's Amended and Restated Note Purchase and Private Shelf Agreement, as amended, were repaid.

Item 2.01 Completion of Acquisition and Disposition of Assets



The information contained in the Introductory Note above is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing

As a consequence of the Merger, the Company has requested that the New York Stock Exchange ("NYSE") file a Form 25 with the Securities and Exchange Commission ("SEC") to request the removal of the Company's common stock from listing on the NYSE and to deregister the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act"). Trading in shares of the Company's common stock on the NYSE is expected to be suspended prior to the open of trading on the NYSE on July 30, 2014. Following the effectiveness of the delisting pursuant to the Form 25, which will occur 10 days after its filing, the Company expects to file a certification and notice of termination on Form 15 with the SEC to deregister the Company's common stock under the Section 12(g) of the Exchange Act and to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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Item 3.03 Material Modification of the Rights of Security Holders



The information contained in Item 3.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant



The information contained in the Introductory Note above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



In connection with the Merger, all of the directors of the Company immediately prior to the effective time of the Merger ceased to be directors of the Company. Following the effective time of the Second Merger, the managers of SGK LLC were Joseph C. Bartolacci, who serves as Matthews' President and Chief Executive Officer, Steven F. Nicola, who serves as Matthews' Chief Financial Officer, and Brian D. Walters, who serves as Matthews' Vice President and General Counsel. Following the effective time of the Second Merger, Mr. Bartolacci also serves in the capacity as principal executive officer and president of SGK LLC and Mr. Nicola serves in the capacity as principal financial officer of SGK LLC.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the Second Merger, the Company merged with and into Merger Sub 2, with the certificate of formation of Merger Sub 2 becoming the certificate of formation of the surviving company under the name "SGK LLC." Accordingly, the Certificate of Incorporation of the Company, as amended, and the Bylaws of the Company, as amended, in effect prior to the Merger are no longer in force and effect with respect to the surviving company following the Second Merger.

Item 5.07 Submission of Matters to a Vote of Security Holders



At the July 29, 2014 special meeting of stockholders of the Company (the "Special Meeting"), the following proposals were submitted to a vote of Company stockholders: (1) a proposal to adopt the Merger Agreement (the "Merger Proposal") and (2) a proposal to approve, on a non-binding, advisory basis, certain compensation paid or payable to the Company's named executive officers in connection with the Merger (the "Advisory Proposal on Merger Compensation"). The results of the voting on these proposals was as follows:

Broker Non- Votes For Votes Against Abstentions Votes Merger Proposal 24,518,270 3,497 82,596 8,593



Advisory Proposal on Merger

Compensation 24,005,250 464,785 134,327 8,593



In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement. As there were sufficient votes from Company stockholders to approve the Merger Proposal, adjournment of the Special Meeting to solicit additional proxies was unnecessary and the adjournment proposal was not submitted to Company stockholders for approval at the Special Meeting.

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Source: Edgar Glimpses


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