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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

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:

☐	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))

 

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Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 22, 2015 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated as of November 4, 2014 (the “Merger Agreement”) by and among Elecsys Corporation (the “Company”), Lindsay Corporation (“Lindsay”) and Matterhorn Merger Sub, Inc., an indirect wholly owned subsidiary of Lindsey (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Lindsay.

At the effective time of the Merger (“Effective Time”) and as a result of the Merger, each issued and outstanding share of common stock of the Company, par value $0.01 per share, including each share of restricted stock subject to restricted stock awards (each a “Share” and collectively, the “Shares”), other than (a) Shares directly owned by the Company as treasury stock, or owned by Lindsay or any of its subsidiaries, and (b) Shares subject to appraisal rights in accordance with Section 17-6712 of the Kansas General Corporation Code, if any, was converted into the right to receive cash in an amount equal to $17.50 per Share (the “Cash Consideration”), and all issued and outstanding options to purchase Shares, whether vested or unvested (the “Options”) granted under any Company plan, arrangement or agreement were cancelled by the Company and, in consideration for such cancellation, the holders of Options will receive a cash payment in an amount equal to the product of (x) the number of Shares subject to the Option and (y) the excess, if any, of the Cash Consideration over the exercise price per Share of such Option, reduced by any income or employment tax required to be withheld with respect to such payment.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2014 as Exhibit 2.1 to the Company’s Current Report on Form 8-K, and is incorporated herein by reference.

 Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 22, 2015, in connection with the anticipated closing of the Merger, the Company notified the Nasdaq Stock Market (the “NASDAQ”) that each Share would be cancelled and converted into the right to receive $17.50 per Share, and requested that trading of the Company’s common stock on the NASDAQ be suspended after the close of trading on the Closing Date. In addition, the Company requested that the NASDAQ file with the SEC a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) to delist the Company’s common stock from the NASDAQ and to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company intends to file a Form 15 (Certification and Notice of Termination) to suspend the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

As a result of the Merger, at the Effective Time, holders of the Company’s common stock immediately prior to such time ceased having any rights as shareholders of the Company (other than their right to receive the Cash Consideration).

 

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The information set forth in Items 2.01, 3.01, and 5.03 is incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

As a result of the Merger and at the Effective Time, a change in control of the Company occurred and the Company became a wholly owned subsidiary of Lindsay.

The information set forth in Items 2.01, 3.01, and 5.03 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Each of Karl B. Gemperli, the Company’s President and Chief Executive Officer, Todd A. Daniels, the Company’s Secretary and Chief Financial Officer, and Michael D. Morgan, the Company’s Chief Operating Officer, continued to hold such offices as of the Effective Time and shall continue to hold such offices until their respective successors are duly elected, appointed or qualified. Immediately after the Effective Time of the Merger, each director of the Company immediately prior to the Effective Time ceased his or her service as a director of the Company and the directors of Merger Subsidiary immediately prior to the Effective Time became the directors of the Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Articles of Incorporation and Bylaws of Merger Sub became the Articles of Incorporation and Bylaws of the Company, provided that Article First of such Articles of Incorporation shall be amended to read “The name of the corporation is Elecsys Corporation.”

Copies of the Company’s new Articles of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2 to this Current Report, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On January 22, 2015, The Company and Lindsay issued a joint press release announcing the closing of the Merger.

Item 9.01 Exhibits and Financial Statements.

(d) Exhibits

The following exhibits are furnished herewith:

 

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EXHIBIT NO.

DESCRIPTION OF EXHIBIT

2.1	Agreement and Plan of Merger, dated as of November 4, 2014, by and among Elecsys Corporation, Lindsay Corporation and Matterhorn Merger Sub, Inc. incorporated herein by reference to Exhibit 2.1 to Elecsys Corporation’s Current Report on Form 8-K filed with the SEC on November 4, 2014.

3.1	Articles of Incorporation of Elecsys Corporation

3.2	Bylaws of Elecsys Corporation

 

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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.

Date: January 22, 2015

 

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INDEX TO EXHIBITS

EXHIBIT NO.

DESCRIPTION OF EXHIBIT

2.1	Agreement and Plan of Merger, dated as of November 4, 2014, by and among Elecsys Corporation, Lindsay Corporation and Matterhorn Merger Sub, Inc. incorporated herein by reference to Exhibit 2.1 to Elecsys Corporation’s Current Report on Form 8-K filed with the SEC on November 4, 2014.

3.1	Articles of Incorporation of Elecsys Corporation

3.2	Bylaws of Elecsys Corporation

 

 

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Exhibit 3.1

 

For Profit Articles of Incorporation

Date: 10/31/2014

RE: MATTERHORN MERGER SUB, NC.

Business Entity ID Number: 9045444

Dear Business Customer:

Congratulations on filing For Profit Articles of  Incorporation. Your business is now incorporated with the Kansas Secretary of State.

Every corporation must file an annual report each year and pay a filing fee. The annual report and fees are due together on the 15th day of the 4th month after the last day of the corporation's tax year end. Example: if you have a tax year end of December, the annual report will be due every April 15th. An annual report is not required if the corporation has not been incorporated for six months prior to its first tax year end.

You may save nine percent by filing the annual report online at http://www.sos.ks.gov.

You may view the status and general information for your business, as well as obtain certificates or letters of good standing by visiting http://www.sos.ks.gov.

Sincerely,

Kris W. Kobach

Kansas Secretary of State

Kansas Secretary of State

Memorial Hall, 1st floor - 120 SW 10th Ave. - Topeka, Kansas 66612-1594

 

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For Profit Articles of  Incorporation

The name of the corporation:

MATTERHORN MERGER SUB, INC.

File date: 10/31/2014

File time: 09:04:43

Business Entity Number: 9045444

Registered office in Kansas:

2900 SW Wanamaker Drive

Suite 204

Topeka, Kansas

66614

Name of the resident agent at the registered office:

CORPORATION SERVICE COMPANY

Mailing address for official mail:

Eric R. Arneson

2222 N. 111th Street

Omaha, NE

68164 USA

The nature or purpose of the business entity:

The purpose of this business entity is to engage in any lawful act or activity for which the entity may be organized under the laws of Kansas.

Special purpose acquistition subsidiary

 

 

This business entity will have the ability to issue stock.

Total number of shares of stock the corporation is authorized to issue:

Shares: 100

Type: common

Class: A

Value: 0.01/per share

Special designations, powers, rights, limitations or restrictions applicable to any class of stock or any special grant of authority to be given to the board of directors.

 

Will the powers of the incorporator(s) terminate upon filing the articles of incorporation?

Yes

 

Director(s) information:

EricR.Arneson

Richard W. Parod

2222 N. 111th Street

2222 N. 111th Street

 

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Omaha NE

Omaha NE

68164 USA

68164 USA

  

Expiration date of the corporate existence:

Perpetual

Tax closing month:

December

Incorporator information:

Corina Rachina

355 South Grand Avenue

Los Angeles CA

90071 USA

  

"I declare under penalty of perjury pursuant to the Jaws of the state of Kansas that the foregoing is true and correct."

Execution date: 10/31/2014

The signature(s) of the incorporator(s):

Corina Rachina

I, Kris W. Kobach, Secretary of State of Kansas, do hereby certify that this is the true and correct copy of the original document filed electronically on 10/31/2014.   Kris W. Kobach

 

 

Kansas Secretary of State

Memorial Hall, 1st floor - 120 SW 10th Ave. - Topeka, Kansas  66612-1594

phone: (785) 296-4564 - email: kssos@sos.ks.gov  -  url: http://www.sos.ks.gov/

 

 

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Exhibit 3.2

 

BYLAWS

OF

MATTERHORN MERGER SUB, INC.

A KANSAS CORPORATION AND

WHOLLY OWNED SUBSIDIARY OF

LINDSAY CORPORATION

ARTICLE I.

OFFICES

Section 1. Principal Office. The principal executive office of the corporation is hereby fixed and located at such place as the Board of Directors (herein called the ''Board'') shall determine. The Board is authorized to change the principal executive office from one location to another and to establish other offices at any place or places.

ARTICLE II.

SHAREHOLDERS

Section 1. Place of Meetings. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place designated either by the Board or by the written consent of all shareholders entitled to vote thereat.

Section 2. Annual Meetings and Special Meetings. Regular annual meetings of shareholders and any special meetings of shareholders shall be held on the date and at the time as may be fixed by the Board or by the written consent of all shareholders entitled to vote thereat.

ARTICLE III.

DIRECTORS

Section 1. Powers. Subject to limitations of the Articles of Incorporation of the Company (the “Articles”), these Bylaws, and of the Kansas General Corporation Code as to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

Section 2. Number of Directors. The authorized number of directors shall be not less than two nor more than five. The exact number of directors shall be fixed, within such limits, by the next sentence hereof or by amendment of the next sentence hereof duly adopted either by the shareholders or by the Board. The exact number of directors shall be two until changed as provided in this Section.

 

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ARTICLE IV.

OFFICERS

Section 1. Officers. The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board, other officers, each to hold office for the period, have authority, and perform duties as the Board may from time to time determine.

Section 2. President. The President shall be the general manager and chief executive officer of the corporation and shall have, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders. The President shall have the general powers and duties of management usually vested in the office of president and general manager of a corporation and other powers and duties prescribed by the Board.

Section 3. Secretary. The Secretary shall record and keep or cause to be recorded and kept, at the principal executive office or such other place as the Board may order, a book of minutes of all meetings of the shareholders, the Board, and its committees, and a share register or a duplicate share register.

The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board and any committees of the Board required by the Bylaws or by law to be given. The Secretary shall have other powers and duties as prescribed by the Board.

Section 4. Treasurer. The Treasurer shall maintain, or cause to be maintained, adequate and correct accounts of the properties and financial and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have other powers and duties as prescribed by the Board.

ARTICLE V.

STOCK CERTIFICATES

Section 1. Stock Certificates. The interest of each shareholder of the corporation shall be evidenced by one or more certificates for shares of stock, certifying the number of shares represented thereby and in such form not inconsistent with the Articles as the Board may from time to time prescribe.

 

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ARTICLE VI.

INDEMNIFICATION

Section 1. Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that such person, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board.

Section 2. Payment of Expenses. The corporation shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding referred to above in advance of its final disposition; provided, however, that the payment of expenses incurred by a person referred to above in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should ultimately be determined that the person is not entitled to be indemnified under this Article or otherwise.

Section 3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefor has been received by the corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

Section 4. Non-Exclusivity of Rights. The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute or agreement.

Section 5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII.

AMENDMENTS

Section 1. Amendments. These Bylaws may be amended or repealed either by approval of the shareholders or by approval of the Board, except to the extent (a) the Articles or the Kansas General Corporation Code reserves that power exclusively to the shareholders or (b) the shareholders in amending, repealing, or adopting a bylaw expressly provide that the Board may not amend, repeal, or reinstate that bylaw.

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