Form 8-K PLANAR SYSTEMS INC For: Sep 21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
September 21, 2015
Planar Systems, Inc.
(Exact name of registrant as specified in its charter)
Oregon | 0-23018 | 93-0835396 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1195 NW Compton Drive
Beaverton, Oregon 97006
(Address of principal executive offices, including zip code)
(503) 748-1100
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On September 21, 2015, Planar Systems, Inc. (Planar) announced that the applicable waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), applicable to its proposed acquisition by Leyard Optoelectronic Co., Ltd. (Leyard), was terminated early by the United States Federal Trade Commission on September 17, 2015.
Termination of the HSR Act waiting period satisfies one of the conditions to the closing of the pending acquisition, which remains subject to other specified closing conditions, including approval by the shareholders of both Planar and Leyard, and government clearance.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements, which include the expected timing for closing and other statements regarding the proposed merger between Planar Systems, Inc. (the Company) and Leyard American Corporation, may be identified by the inclusion of words such as expects, plans and variations of such words and other similar expressions, and are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain shareholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of managements attention from the Companys ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on the Companys relationships with its customers, suppliers, operating results and business generally and other risks and uncertainties described under Item 1A. Risk Factors in the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2015. Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that the Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of the Company by Leyard American Corporation. In connection with the proposed merger transaction, the Company plans to file with the United States Securities and Exchange Commission (SEC) and furnish to the Companys shareholders a proxy statement and other relevant documents. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors will be able to obtain a free copy of documents filed with the SEC at the SECs website at http://www.sec.gov. In addition, investors may obtain a free copy of the Companys filings with the SEC from the Companys website at http://investor.planar.com or by directing a request to: Planar Systems, Inc., 1195 NW Compton Drive, Beaverton, Oregon 97006, Attn: Investor Relations, 503-748-8911, [email protected].
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the solicitation of proxies from shareholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the
proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended September 26, 2014 and in its definitive proxy statement filed with the SEC on Schedule 14A on January 9, 2015.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part of this report:
Exhibit | Description | |
99.1 | Press Release of Planar Systems, Inc. dated September 21, 2015 |
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 hereunto duly authorized.
PLANAR SYSTEMS, INC. (Registrant) | ||
By: | /S/ Stephen M. Going | |
Stephen M. Going | ||
Senior Vice President, General Counsel and Secretary |
Date: September 22, 2015
EXHIBIT 99.1
PLANAR ANNOUNCES EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD
Beaverton, Oregon September 21, 2015
Planar Systems, Inc. (Nasdaq: PLNR), a global leader in display and digital signage technology, announced today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), applicable to its proposed acquisition by Leyard Optoelectronic Co., Ltd., was terminated early by the United States Federal Trade Commission on September 17, 2015.
As previously announced on August 12, 2015, Leyard and Planar have entered into a definitive merger agreement, pursuant to which a U.S. affiliate of Leyard will acquire all of the common stock of Planar for a purchase price of $6.58 per share. Termination of the HSR waiting period is one of the specified conditions to which closing of the proposed acquisition is subject.
Closing of the acquisition, subject to satisfaction of remaining specified conditions, is expected to occur in the fourth calendar quarter of 2015.
This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other proxy materials that may be filed or furnished with the SEC with respect to the proposed merger.
About Planar
Planar, Inc. (Nasdaq: PLNR) is a global leader in display and digital signage technology, providing premier solutions for the worlds most demanding environments. Retailers, educational institutions, government agencies, businesses, utilities and energy firms, and home theater enthusiasts all depend on Planar to provide superior performance when image experience is of the highest importance. Planar video walls, large format LCD displays, interactive touch screen monitors and many other solutions are used by the worlds leading organizations in applications ranging from digital signage to simulation and from interactive kiosks to large-scale data visualization. Founded in 1983, Planar is headquartered in Oregon, USA, with offices, manufacturing partners and customers worldwide.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements, which include the expected timing for closing and other statements regarding the proposed merger between Planar Systems, Inc. (the Company) and Leyard American Corporation, may be identified by the inclusion of words such as expects, plans and variations of such words and other similar expressions, and are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain shareholder approval for the proposed merger or the
failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; risks related to disruption of managements attention from the Companys ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on the Companys relationships with its customers, suppliers, operating results and business generally and other risks and uncertainties described under Item 1A. Risk Factors in the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended June 26, 2015. Readers are cautioned not to place undue reliance on forward-looking statements because actual results may differ materially from those expressed in, or implied by, the statements. Any forward-looking statement that the Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed solicitation material in respect of the proposed acquisition of the Company by Leyard American Corporation. In connection with the proposed merger transaction, the Company plans to file with the United States Securities and Exchange Commission (SEC) and furnish to the Companys shareholders a proxy statement and other relevant documents. Shareholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors will be able to obtain a free copy of documents filed with the SEC at the SECs website at http://www.sec.gov. In addition, investors may obtain a free copy of the Companys filings with the SEC from the Companys website at http://investor.planar.com or by directing a request to: Planar Systems, Inc., 1195 NW Compton Drive, Beaverton, Oregon 97006, Attn: Investor Relations, 503-748-8911, [email protected].
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the solicitation of proxies from shareholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the shareholders of the Company in connection with the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended September 26, 2014 and in its definitive proxy statement filed with the SEC on Schedule 14A on January 9, 2015.
Company Contact
Planar Systems, Inc.
Ryan Gray
(503) 748-8911
2
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