Form 6-K SMART Technologies Inc. For: Sep 15

 

 

 

 

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 September 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AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED TO THE COMMISSION, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS THE REGISTRANT SUBSEQUENTLY FURNISHES TO OR FILES WITH THE COMMISSION.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 media release of SMART Technologies Inc. dated September 14, 2016, announcing the closing of the previously announced 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: September 15, 2016

 

Exhibit Index

 

99.1	SMART Technologies Announces Closing of Arrangement

 

Exhibit 99.1

 

media release

 

SMART Technologies Announces Closing of Arrangement

CALGARY, Alberta - - September 14, 2016 - - SMART Technologies Inc. (NASDAQ: SMT) (TSX: SMA) (“SMART” or the “Company”), a leading provider of education and business collaboration solutions, announces that the Company and Foxconn Technology Group (“Foxconn”) have closed the previously announced arrangement pursuant to a plan of arrangement under the Business Corporation Act (Alberta) (the "Arrangement"). Under the terms of the Arrangement, Foxconn has acquired all of the issued and outstanding common shares ("Common Shares") of SMART at a price of US$4.50 in cash for each Common Share.

The Common Shares are expected to be delisted from the Toronto Stock Exchange and the NASDAQ Stock Market two or three business days following the completion of the Arrangement.

Letters of Transmittal have been forwarded to registered security holders of SMART to be used in order to exchange their Common Shares for the cash consideration payable pursuant to the Arrangement. Additional copies may be obtained by contacting SMART or Computershare Investor Services Inc. at its telephone numbers and locations set out in the Letter of Transmittal.

 

Detailed information regarding the Arrangement can be found in SMART'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.

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

 

###

 

Reader’s advisory

Certain information contained in this press release may constitute forward-looking information. 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.

 

Early Warning Disclosure

As a result of the Arrangement, 689522 N.B. Ltd. ("AcquisitionCo") owns and controls 100% of the Common Shares of SMART. AcquisitionCo will file an early warning report, pursuant to National Instrument 62-103, in respect of its acquisition of the Common Shares of SMART. A copy of this report may be obtained from the Company’s SEDAR profile at www.sedar.com.

 

Investor contact:	Media contact:
Steve Winkelmann	Jeff Lowe
Interim Vice President, Finance and CFO	Vice President, Corporate Marketing
SMART Technologies Inc.	SMART Technologies Inc.
+ 1.403.407.5520	+ 1.403.407.5330
[email protected]	[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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