Form 6-K SMART Technologies Inc. For: Jul 26

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of July 2016

Commission File Number 001-34798

 

SMART TECHNOLOGIES INC.

 3636 Research Road N.W.

Calgary, Alberta

Canada T2L 1Y1

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F þ           Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):              

 

THIS REPORT ON FORM 6-K SHALL BE DEEMED FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) AND INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-181530) OF SMART TECHNOLOGIES INC. FILED WITH THE COMMISSION, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED TO THE COMMISSION, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS THE REGISTRANT SUBSEQUENTLY FURNISHES TO OR FILES WITH THE COMMISSION.

 

 

 

 

DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K

Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of Smart Technologies Inc. (the "Company") dated July 26, 2016, announcing Shareholder approval of the Plan of Arrangement.

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, thereunto duly authorized.

 

	SMART TECHNOLOGIES INC.
	By:	/s/ Matt Sudak
	Name:	Matt Sudak
	Title:	Vice President, Legal, General Counsel and Corporate Secretary

 

Date: July 26, 2016

 

Exhibit Index

 

99.1	Press Release - SMART Technologies Shareholders approve Plan of Arrangement

 

Exhibit 99.1

 

media release

 

 SMART Technologies Shareholders approve Plan of Arrangement

CALGARY, Alberta - - July 26, 2016 - - SMART Technologies Inc. (NASDAQ: SMT) (TSX: SMA) (“SMART” or the “Company”), a leading provider of education and business collaboration solutions, announces that, further to its press release dated May 26, 2016, the holders of common shares ("Common Shares") of the Company ("Shareholders") have approved the proposed arrangement involving the Company, 689522 N.B. Ltd. ("AcquisitionCo"), Foxconn Singapore (Pte). Ltd. and the Shareholders pursuant to a plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). Under the terms of the Arrangement, Shareholders will receive from AcquisitionCo a cash payment of US$4.50 per Common Share upon completion of the Arrangement. The Arrangement was approved by approximately 96.2% of the votes cast by Shareholders at the special meeting (the "Meeting") of Shareholders held on July 22, 2016.

An application for a final order approving the Arrangement was commenced today at the Court of Queen's Bench of Alberta and will be completed on Thursday, July 28, 2016 at 10:00 a.m. (Calgary time). SMART will provide a further update on the status of the final order when available.

Further details regarding the Arrangement are contained in the Company's management information circular dated June 17, 2016 which has been filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The closing of the Arrangement is subject to the satisfaction of a number of conditions precedent for transactions of this nature. If these conditions are satisfied or waived, it is expected that the Arrangement will close during the second quarter of fiscal 2017, after which time the Common Shares will be delisted from the Toronto Stock Exchange and the NASDAQ Stock Market.

About SMART

SMART Technologies Inc. (NASDAQ: SMT, TSX: SMA) is a world leader in simple and intuitive solutions that enable more natural collaboration. We are an innovator in interactive touch technologies and software that inspire collaboration in both education and business around the globe. To learn more, visit smarttech.com.

 

SMT - F

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Reader’s advisory

Certain information contained in this press release may constitute forward-looking information including, without limitation, statements concerning the anticipated completion of the proposed Arrangement and the anticipated timing thereof. By their very nature, forward-looking information and statements involve inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking information and statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause the actual results to vary materially from the forward-looking information or statements. We do not assume responsibility for the accuracy and completeness of the forward-looking information or statements. Any forward-looking information and statements contained in this press release are expressly qualified by this cautionary statement.

 

Investor contact: Jody Kehler Investor Relations Manager SMART Technologies Inc. + 1.403.407.5486 [email protected]

Media contact Jeff Lowe Vice President, Corporate Marketing SMART Technologies Inc. +1.403.407.5330 [email protected]

 

©2016 SMART Technologies Inc. All third-party product and company names are for identification purposes only and may be trademarks of their respective owners. To view a list of SMART trademarks please visit our Trademarks and Guidelines page. 

Please note that SMART is written in all capital letters.

 

 

 

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