United
States
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): June 9, 2014
ASTROTECH
CORPORATION
(Exact name
of Registrant as Specified in its Charter)
Washington
(State or
other Jurisdiction of Incorporation or Organization)
001-34426 |
91-1273737 |
(Commission File Number) |
(IRS Employer Identification No.) |
401 Congress Ave. Suite 1650, |
|
Austin, Texas |
78701 |
(Address of principal executive offices) |
(Zip code) |
Registrant’s
telephone number, including area code: (512) 485-9530
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)
¨ 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 3.03 | Material Modification to Rights of Securities Holders |
As previously disclosed, on July 29, 2009, the Board of Directors
of Astrotech Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”)
for each outstanding share of common stock, no par value per share, of the Company. As previously disclosed, the description and
terms of the rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and American Stock
Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Under the terms of the Rights Agreement, the
Rights were to expire on August 10, 2010 (the “Expiration Date”) unless the Expiration Date was extended or unless
the Rights were earlier redeemed or exchanged by the Company. As previously disclosed, on July 29, 2010, the Company and the Rights
Agent entered into Amendment One to the Rights Agreement, which extended the Expiration Date from August 10, 2010 to August 10,
2011. As previously disclosed, on August 10, 2011, the Company and the Rights Agent entered into Amendment Two to the Rights Agreement,
which extended the Expiration Date from August 10, 2011 to August 10, 2012. As previously disclosed, on August 10, 2012, the Company
and the Rights Agent entered into Amendment Three to the Rights Agreement, which extended the Expiration Date from August 10, 2012
to August 10, 2013. As previously disclosed, on August 6, 2013, the Company and the Rights Agent entered into Amendment Four to
the Rights Agreement, which extended the Expiration Date from August 10, 2013 to August 10, 2014. On June 9, 2014, the Company
and the Rights Agent entered into Amendment Five to the Rights Agreement (the “Amendment”) which extends the Expiration
Date from August 10, 2014 to August 10, 2015, amends and restates the definition of “Acquiring Person” to cure an ambiguity
and amends and restates Section 27 to provide that, until the Distribution Date, the Board of Directors may supplement the Rights
Agreement without the approval of any holders of Rights Certificates.
The foregoing description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated by reference herein as Exhibit
4.1.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
Exhibit No. |
|
Description |
4.1 |
|
Amendment Five to Rights Agreement, dated as of June 9, 2014, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent. |
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 hereunto duly authorized.
|
ASTROTECH CORPORATION |
|
(Registrant) |
|
|
|
Date: June 9, 2014 |
|
|
|
|
|
|
By: |
/s/ Thomas B. Pickens III |
|
|
Thomas B. Pickens III |
|
|
Chairman of the Board and |
|
|
Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
Paper (P) or Electronic (E) |
|
|
|
|
|
4.1 |
|
Amendment Five to Rights Agreement, dated as of June 9, 2014, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent. |
|
E |
Exhibit 4.1
AMENDMENT FIVE
TO
RIGHTS AGREEMENT
THIS AMENDMENT FIVE TO RIGHTS AGREEMENT
(this “Amendment”), dated as of June 9, 2014, is entered into by and between Astrotech Corporation, a Washington corporation
(the “Company”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”),
pursuant to Section 27 of the Rights Agreement, dated as of July 29, 2009, as amended July 29, 2010, August 10, 2011, August 10,
2012 and August 6, 2013 (the “Rights Agreement”), between the Company and the Rights Agent.
WHEREAS, Section 27 of the Rights
Agreement provides that prior to the time any person becomes an Acquiring Person (as defined in the Rights Agreement) the Company
may from time to time supplement and amend any provision of the Rights Agreement in any respect without the approval of the holders
of the Rights (as defined in the Rights Agreement); and
WHEREAS, the Rights under the Rights
Agreement are scheduled to expire at the Close of Business on August 10, 2014 (the “Expiration Date”); and
WHEREAS, the Board of Directors of
the Company has determined that it is in the best interests of the Company to amend the Rights Agreement to extend the Expiration
Date, to amend and restate the definition of “Acquiring Person” to cure an ambiguity and to amend and restate Section
27 to provide that, until the Distribution Date, the Board of Directors may supplement or amend the Rights Agreement without the
approval of any holders of Rights Certificates and to take such further actions as may be necessary or appropriate to effectuate
such amendments.
NOW THEREFORE, in consideration of
the premises and mutual agreements set forth herein and in the Rights Agreement, the parties hereby agree as follows:
Section 1. Definitions. Capitalized terms used but not
defined herein shall have the meaning assigned to such terms in the Rights Agreement.
Section 2. Amendments to Rights Agreement.
(a) Amendment of Section 1(a) of the Rights Agreement. Section
1(a) is hereby amended to read in its entirety as follows:
“Acquiring Person” shall mean any Person who or
which, together with all Affiliates and Associates of such Person, has become the Beneficial Owner of 15% or more of the Common
Exhibit 4.1
Shares then outstanding, but shall not include (i) the
Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any
entity or trustee holding Common Shares for or pursuant to the terms of any such plan or for the purpose of funding any such
plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company, (ii) any
Grandfathered Person, unless such Grandfathered Person becomes the Beneficial Owner of a percentage of the Common Shares then
outstanding equal to or exceeding such Grandfathered Person’s Grandfathered Percentage, (iii) any Person who or which
becomes the Beneficial Owner of 15% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to
such Grandfathered Person) or more of the Common Shares then outstanding as the result of a reduction in the outstanding
Common Shares resulting from acquisition of Common Shares by the Company approved by the Board of Directors, unless and until
such Person becomes the Beneficial Owner of any additional Common Shares (other than pursuant to a stock split, stock
dividend or similar transaction) and immediately thereafter becomes the Beneficial Owner of 15% (or in the case of a
Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of the Common Shares,
(iv) any Person who or which the Board of Directors of the Company determines, in good faith, acquired Beneficial Ownership
of 15% or more of the Common Shares then outstanding inadvertently or without knowledge of the terms of the Rights, if
such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an
Acquiring Person, or (v) any Person who or which the Board of Directors of the Company determines, prior to the time such
Person would otherwise be an Acquiring Person, should be exempted from the definition of Acquiring Person, provided that the
Board of Directors may make such exemption subject to such conditions, if any, which the Board may determine.
(b) Amendment of Section 1(m) of the Rights Agreement.
Section 1(m) is hereby amended to read in its entirety as follows:
“Expiration Date” shall mean the Close of Business
on August 10, 2015.
(c) Amendment of Section 27 of the Rights Agreement. Section
27 is hereby amended to read in its entirety as follows:
Supplements and Amendments. The Board of Directors of
the Company may from time to time supplement or amend this Rights Agreement without the approval of any holders of Right Certificates
in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent
with any other provisions herein, or to make any other provisions with respect to the Rights which the Board of Directors of the
Company may deem necessary or desirable, any such supplement or amendment to be evidenced by a writing signed by the Company and
the Rights Agent, provided, however, after the Distribution Date, this Rights Agreement shall not be amended in any manner which
would adversely affect the
Exhibit 4.1
interests of the holders of Rights (other than an Acquiring
Person).
(d) Amendment of Exhibit B to the Rights Agreement. Exhibit
B to the Rights Agreement is hereby amended by replacing references to “2014” with “2015”.
(e) Amendment of Exhibit C to the Rights Agreement. Exhibit
C to the Rights Agreement is hereby amended:
(i) by replacing references to “2014” with “2015”;
(ii) by amending and restating the second paragraph in its entirety
as follows:
“Initially, the Rights will be attached to all Common
Share certificates and no separate Rights certificates will be issued. Separate certificates evidencing the Rights (“Right
Certificates”) will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur
of (i) the tenth day after (a) a public announcement that a person or group of affiliated or associated persons (an “Acquiring
Person”) has acquired beneficial ownership of 15% or more of the outstanding Common Shares or (b) such earlier date as a
majority of the Board shall become aware of the existence of an Acquiring Person or (ii) such date as may be determined by action
of the Board of Directors of the Company following the commencement of, or announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the
outstanding Common Shares (the earlier of such dates being the “Distribution Date”).”; and
(iii) by amending and restating the tenth paragraph in its entirety
as follows:
“The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights, except that from and after the Distribution Date no
such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person).”
Section 3. Miscellaneous.
(a) The term “Agreement” as used in the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
(b) This Amendment shall be effective as of the date first above
written, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected
hereby.
(c) This Amendment may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Exhibit 4.1
(d) This Amendment shall be deemed to be a contract made under
the laws of the State of Washington and for all purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such State.
(e) The Rights Agent and the Company hereby waive any notice
requirement under the Rights Agreement pertaining to the matters covered by this Amendment.
(f) Except to the extent specifically amended hereby, the provisions
of the Rights Agreement shall remain unmodified, and the Rights Agreement as amended hereby is confirmed as being in full force
and effect.
[Signature page follows]
Exhibit 4.1
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and attested, all as of the day and year first above written.
ASTROTECH CORPORATION |
|
|
|
By: |
/s/ Thomas B. Pickens III |
|
Name: Thomas B. Pickens III |
|
Title: Chairman of the Board and Chief Executive Officer |
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as
Rights Agent
By: |
/s/ Michael A. Nespoli |
|
Name: Michael A. Nespoli |
|
Title: Executive Director |
|
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