- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
September 25 2009 - 1:17PM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to
§240.14a-12
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HI-SHEAR
TECHNOLOGY CORPORATION
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration
Statement No.:
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Filing Party:
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Date Filed:
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HI-SHEAR TECHNOLOGY CORPORATION ANNOUNCES POSTPONEMENT
OF 2009 ANNUAL MEETING OF STOCKHOLDERS
For Immediate Release
September 25, 2009
Hi-Shear
Technology Corporation, Torrance, CA (NYSE Amex: HSR) today announced that its
2009 Annual Meeting of Stockholders, originally scheduled to be held at 10:00 a.m.
on October 30, 2009, has been postponed indefinitely. The postponement was made in connection with
the announcement, on September 16, 2009, that Hi-Shear Technology
Corporation has entered into a definitive merger agreement with Chemring Group
PLC (LSE: CHR), whereby Chemring will acquire Hi-Shear in an all cash
transaction for $19.18 per share or approximately $132.0 million. If the merger with Chemring is not completed,
Hi-Shear intends to reschedule the 2009 Annual Meeting of Stockholders and
notify stockholders of the date, time and location of the rescheduled meeting.
About Hi-Shear
Hi-Shear
provides
pyrotechnic, mechanical, and
electronic products to prime aerospace customers for use in aerospace and
defense markets where safety, performance and high reliability are
essential. It develops and produces
advanced systems and products that are primarily used worldwide in space
satellites, launch vehicles, national defense, and government programs.
This release contains forward-looking
statements that involve risks and uncertainties. The forward-looking statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Actual results could
differ materially from those projected in the forward-looking statements as a
result of certain risk factors, including but not limited to: (i) adverse
changes in general economic or market conditions; (ii) the satisfaction of
closing conditions, including the receipt of Hi-Shears stockholder approval
and regulatory approvals, in connection with the proposed transaction; (iii) fluctuations in Hi-Shears
operating results and risks associated with trading of Hi-Shears stock; (iv) war
or acts of terrorism; (v) the ability to attract and retain highly
qualified employees; (vi) changes in government laws and regulations; and (vii) other
one-time events and other important factors disclosed previously and from time
to time in Hi-Shears filings with the U.S. Securities and Exchange Commission
(the SEC). Except as required by law,
Hi-Shear disclaims any obligation to update any such forward-looking statements
after the date of this release.
For
more information regarding this release or general information about the company
contact Ms. Linda A. Nespole, (310) 784-7821.
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