UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No: 1)
GTSI Corp.
(Name of Subject Company)
GTSI Corp.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
36238K103
(CUSIP Number of Class of Securities)
Sterling Phillips
Chief Executive Officer
GTSI Corp.
2553 Dulles View Drive, #100
Herndon, Virginia 20171-5219
(703) 502-2000
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With Copies
to:
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Jonathan F. Wolcott, Esq.
Holland & Knight LLP
1600 Tysons Boulevard,
Suite 700
McLean, VA 22102
(703) 720-8600
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Laurie L. Green, Esq.
Holland & Knight LLP
515 East Las Olas Boulevard,
Suite 1200
Fort Lauderdale FL 33301
(954) 525-1000
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 1 (this
Amendment
) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the
Statement
) originally filed with the U.S. Securities and Exchange Commission (the
SEC
) by GTSI
Corp., a Delaware corporation (the
Company
), on May 18, 2012. The Statement relates to a tender offer by UNICOM SUB ONE, INC., a Delaware corporation (the
Purchaser
) and a direct, wholly-owned subsidiary of
UNICOM Systems, Inc., a California corporation (
Parent
), disclosed in a Tender Offer Statement on Schedule TO, dated May 18, 2012 (as amended or supplemented from time to time, the
Schedule TO
),
to purchase all of the outstanding Shares at a purchase price of $7.75 per share (such price, or any per Share price paid in the Offer, the
Per Share Amount
), net to the seller in cash, without interest, and less any applicable
withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 18, 2012 (as amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter of
Transmittal (as amended or supplemented from time to time, the
Letter of Transmittal
, which together with the Offer to Purchase constitute the
Offer
).
Except as otherwise set forth below, the information set forth in the original Statement remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized
terms used but not defined herein have the meanings ascribed to them in the Statement.
Item 3.
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Past Contacts, Transactions, Negotiations and Agreements
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Item 3,
Past Contacts, Transactions, Negotiations and Agreements,
is hereby amended and supplemented by adding the following paragraph under the heading
(a) Arrangements with Current Executive Officers and Directors of the Company,
on page 2 of the Statement:
Transaction Bonuses
On May 4, 2012, the GTSI Board approved transaction bonuses to be paid at the closing of the Merger to Messrs. Phillips, Whitfield and Uglialoro in the amounts of $200,000, $150,000 and $100,000,
respectively.
Item 3,
Past Contacts, Transactions, Negotiations and Agreements,
is hereby amended and
supplemented by replacing the table under the heading
(a) Arrangements with Current Executive Officers and Directors of the Company
Equity Awards Granted under the Companys Stock Incentive Plans,
on
page 3 of the Statement with the following:
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Name of Officer or Director
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Company
Options
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Company
SARs
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Company
RSAs
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Total
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Sterling E. Phillips, Jr.
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$
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600,000
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$
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600,000
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Jeremy Wensinger
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$
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676,000
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$
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676,000
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Peter Whitfield
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$
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95,500
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$
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19,979.18
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$
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115,479.
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18
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Joseph Uglialoro
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$
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32,300
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$
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32,300
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Total
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$
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1,403,800
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$
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19,979.18
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$
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1,423,779.
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18
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2
Item 4.
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The Solicitation or Recommendation
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Item 4,
The Solicitation or Recommendation, is hereby amended and supplemented by replacing the paragraph under the heading
Background of the Offer and Merger;
Reasons for Recommendation
Premium to Current and Historical Trading Prices of Shares
on page 29 of the Statement with the following:
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Premium to Current and Historical Trading Prices of Shares.
The $7.75 Per Share Amount to be paid in cash would provide GTSI stockholders with the
opportunity to receive a premium over the historical trading prices of the Common Stock, based on the GTSI Boards analysis of the range of historical trading closing prices of the Common Stock on the NASDAQ Global Market for the one-year
period ending on May 3, 2012 and the implied share price premium based on the Per Share Amount, including the information summarized below:
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Period ending on May 3, 2012
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Closing Price
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Implied share
price
premium
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As of May 3, 2012
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One-month ended May 3, 2012 average
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$
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5.22
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48.5
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%
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One-year ended May 3, 2012 average
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$
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4.68
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65.6
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%
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Item 8.
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Additional Information
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Item 8,
Additional Information, is hereby amended and supplemented by replacing the information under the heading Additional Information
(ii) Golden Parachute Information
on pages 49-51 of the
Statement with the following:
(ii)
Golden Parachute Information
This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our current
named executive officers that is based on or otherwise relates to the Offer and the Merger. This compensation is referred to as golden parachute compensation by the applicable SEC disclosure rules, and in this section we use such term to
describe the merger-related compensation payable to our named executive officers.
The terms of the Merger Agreement provide
for vesting of outstanding Company equity awards in connection with the Merger. If so elected by the holder, immediately prior to the Effective Time, all outstanding Company Options, Company SARs and Company RSAs will vest and be converted into cash
as described above in Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Executive Officers and Directors of the CompanyEquity Awards Granted under the Companys Stock Incentive Plans.
Each of our named executive officers is also entitled to certain severance payments and benefits pursuant to the employment
agreements and severance agreements described above in Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Executive Officers and Directors of the CompanyEmployment Agreements and
Change of Control Agreements.
The Companys obligation to provide any of the payments described below,
to the extent not accrued as of the date of termination, will be conditioned upon the receipt from the executive officer of a valid release of claims against the Company and compliance with the confidentiality and non-competition provisions in their
respective agreements. In addition, to the extent any of the foregoing payments, compensation or other benefits is determined
3
to constitute nonqualified deferred compensation within the meaning of Section 409A of the Code and the executive officer is a specified employee for purposes of
Section 409A, such payment, compensation or other benefit will not be paid or provided to the executive officer prior to the day that is six months plus one day after the date of termination.
The following table presents, with respect to each named executive officer, an estimate of the amounts of severance benefits payable in
the event of a termination of the executive without cause or a resignation of the executive for good reason, estimated as of June 15, 2012. For a quantification of the spread value of vested and unvested Company Options
based on the Per Share Amount and the value of unvested Company RSAs, see the tables above under Item 3. Past Contacts, Transactions, Negotiations and AgreementsArrangements with Executive Officers and Directors of the
CompanyEquity Awards Granted under the Companys Stock Incentive Plans. The amounts reported below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this Schedule
14D-9. As a result, the actual amounts, if any, to be received by a named executive officer may differ materially from the amounts set forth below.
Golden Parachute Compensation
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Name
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Cash
($)
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Equity
($)
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Pension/NQDC
($)
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Perquisites/benefits
($)
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Tax
reimbursement
($)
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Other
($)
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Total
($)
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(a)
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(b)(1)
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(c)(2)
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(d)
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(e)(3)
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(f)
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(g)
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(h)(4)
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Sterling E. Phillips, Jr.
CEO and President
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$
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600,000
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$
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399,996
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$
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7,075
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$
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1,007,071
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Jeremy Wensinger
Chief Operating Officer
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$
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400,000
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$
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676,000
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$
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9,498
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$
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1,085,498
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Peter Whitfield
Senior Vice President and
Chief Financial Officer
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$
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720,000
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$
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44,005
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$
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19,527
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$
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783,532
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Joseph Uglialoro
Vice President and General Counsel
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$
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169,000
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$
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24,255
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$
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19,779
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$
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213,034
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Bridget Atkinson (5)
Vice President
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(1)
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Includes the cash severance payments provided to Messrs. Phillips, Wensinger and Whitfield under their employment agreements and to Mr. Uglialoro under his change
of control agreement. For Messrs. Phillips and Wensinger, the amount is equal to twelve months of their annual salary, payable over the twelve months following their termination. For Mr. Whitfield, the amount is equal to fifteen months of his
salary and 125% of his incentive compensation plan bonus at the 100% achievement level, payable over the fifteen months following his termination. For Mr. Uglialoro, the amount is equal to three months of his total target compensation,
consisting of salary and incentive compensation plan bonus payable over the three months following his termination. Also includes transaction bonuses for Messrs. Phillips, Whitfield and Uglialoro.
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Salary
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Transaction
Bonus
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Incentive Plan
Compensation
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Sterling E. Phillips, Jr.
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$
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400,000
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$
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200,000
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$
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Jeremy Wensinger
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$
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400,000
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$
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Peter Whitfield
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$
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356,250
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$
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150,000
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$
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213,750
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Joseph Uglialoro
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$
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57,500
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$
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100,000
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$
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11,500
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Bridget Atkinson
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4
(2)
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Reflects amounts for equity awards for which vesting would be accelerated, based on the $7.75 Per Share Amount.
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(3)
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Consists of benefits coverage to the named executive officer and his family under the Companys employee benefit plans as follows: all benefits that accrued as of
the termination date, including paid leave benefits and for Messrs. Whitfield and Uglialoro, six months of continued group health insurance benefits.
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Paid Time Off
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Health Insurance
Benefits
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Sterling E. Phillips, Jr.
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$
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7,075
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$
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Jeremy Wensinger
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$
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9,498
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$
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Peter Whitfield
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$
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10,197
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$
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9,330
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Joseph Uglialoro
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$
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13,257
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$
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6,522
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Bridget Atkinson
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(4)
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All amounts included in the above table are subject to a double-trigger arrangement (i.e., there must be a change of control followed by the officers termination
or resignation for good reason within the applicable period described above following the change of control).
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(5)
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Effective December 8, 2011, Ms. Atkinsons employment was terminated and she received severance compensation in connection with the termination. She is
not entitled to any additional benefits upon a change of control of the Company in connection with the Offer or the Merger.
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Item 8,
Additional Information,
is hereby amended and supplemented by adding the following paragraph at the end of page 53 of the
Statement:
(ix)
Litigation
On May 29, 2012, a class action complaint was filed in the Court of Chancery of the State of Delaware, captioned
Mark Oppenheim v.
GTSI Corp. et al.,
Case No. 7574-, by purported stockholders of the Company, in connection with the Offer and the Merger. The complaint names as defendants the Company, each member of the GTSI Board (the
Individual
Defendants
), Purchaser and Parent. The suit alleges that the Individual Defendants breached their fiduciary duties to the Companys stockholders in connection with the proposed sale of the Company, failed to make adequate disclosures
or made material omissions and that Purchaser, Parent and the Company aided and abetted the purported breaches of fiduciary duties. The complaint includes, among others, allegations that the 30-day go-shop period is inadequate and the
proposed transaction undervalues the Company. The complaint seeks to declare the suit to be a class action and certifying plaintiff as a class representative and his counsel as class counsel, injunctive relief, rescissory and compensatory damages
and reasonable allowance for the fees and expenses of plaintiffs attorneys and experts.
The Company and its directors
believe that the claims made in the complaint are without merit, and intend to defend them vigorously.
5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: May 30, 2012
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/s/ Sterling E. Phillips, Jr.
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Sterling E. Phillips Jr.
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Chief Executive Officer
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6
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