ASTC Astrotech Corporation

 

 

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 11, 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 8.01       Other Events

 

On June 11, 2014, Astrotech Corporation (“Astrotech”) issued a press release announcing the completion of an internal reorganization involving two subsidiaries of Astrotech, 1^st Detect Corporation (“1^st Detect”) and Astrogenetix, Inc. (“Astrogenetix”), as a result of which each of 1^st Detect and Astrogenetix became a wholly-owned subsidiary of Astrotech.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The internal reorganization was effected through the filing of Certificates of Ownership and Merger pursuant to Section 253 of the General Corporation Law of the State of Delaware by Detect Merger Sub Corporation and AG Merger Sub, Inc., which were wholly-owned subsidiaries of Astrotech prior the effective time of such mergers, and which owned at least 90% of the outstanding shares of voting stock of 1^st Detect and Astrogenetix, respectively.

 

 

ITEM 9.01       Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit No.		Description
99.1		Press release, dated June 11, 2014, issued by Astrotech Corporation

 

 

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 19, 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)
99.1		Press release, dated June 11, 2014, issued by Astrotech Corporation		E

 

 

 

Exhibit 99.1

 

ASTROTECH COMPLETES INTERNAL REORGANIZATION TO OWN 100% OF

SUBSIDIARY EQUITY

 

Austin, TX (June 11, 2014) - Astrotech Corporation (NASDAQ: ASTC), a leading provider of commercial aerospace services, today announced that it has completed an internal reorganization and will now own 100% of its subsidiary companies 1^st Detect Corporation (“1^st Detect”) and Astrogenetix Inc. (“Astrogenetix”), in which it had previously issued equity grants to employees.

 

“This transaction was the right thing to do for our shareholders,” said Thomas B. Pickens III, Chairman and CEO of Astrotech. “The subsidiary equity grants were meant to incentivize our employees, however we found that it caused confusion and uncertainty among our shareholders, so we have now simplified our corporate structure.”

 

This transaction will restore the ownership by Astrotech shareholders of 100% of the subsidiary companies. Previously, Astrotech Corporation owned 86.4% and 83.6% of 1^st Detect and Astrogenetix, respectively.

 

In connection with the Annual Shareholders Meeting scheduled for June 26^th, the company asked its shareholder to authorize additional shares in Astrotech Corporation to be used for future incentive compensation. Many of these shares will be used to compensate those hardworking employees who will no longer own stock in 1^st Detect and Astrogenetix.

 

About Astrotech Corporation

Astrotech is one of the first space commerce companies and remains a strong entrepreneurial force in the aerospace industry. We are leaders in identifying, developing and marketing space technology for commercial use. Our ASO business unit serves our government and commercial satellite and spacecraft customers with pre-launch services on the eastern and western range. 1^st Detect Corporation is developing what we believe is a breakthrough miniature mass spectrometer, the MMS-1000™, while Astrogenetix, Inc. is a biotechnology company utilizing microgravity as a research platform for drug discovery and development.

 

FOR MORE INFORMATION:

 

Joshua Elbaum

Astrotech Corporation

512.485.9530