Tumbleweed Communications Corp - Current report filing (8-K)
September 05 2008 - 7:15AM
Edgar (US Regulatory)
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): September 4,
2008
TUMBLEWEED
COMMUNICATIONS CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-26223
|
94-3336053
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1600
Seaport Blvd., Suite 400, South Bldg.
Redwood
City, California
|
|
94063
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (
650) 216-2000
|
(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
2.01
Completion of Acquisition or Disposition of Assets.
On September 4, 2008, Tumbleweed
Communications Corp. (the "Company") announced the completion of the merger (the
"Merger") contemplated by the Agreement and Plan of Merger (the "Merger
Agreement"), dated June 5, 2008, by and between the Company and Axway Inc.
("Axway"), an indirect wholly-owned subsidiary of Sopra Group SA, and Tornado
Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of
Axway. Pursuant to the Merger Agreement, Merger Sub merged with and
into the Company, with the Company continuing as a wholly-owned subsidiary of
Axway. At the effective time of the Merger, each outstanding share of
common stock of the Company ("Common Stock") was converted into the right to
receive $2.70 in cash, without interest.
The foregoing description of the Merger
and the Merger Agreement is not complete and is qualified in its entirety by
reference to the Merger Agreement, which was attached as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "Commission") on June 6, 2008, 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.
|
In connection with the completion of
the Merger, the Company requested that the NASDAQ Global Market delist the
Common Stock, effective as of the close of business on September 4,
2008. In addition, the Company will file a Form 15 with the
Commission to terminate the registration of the Common Stock and suspend the
Company's reporting obligations under Section 13 and 15(d) of the Securities
Exchange Act of 1934.
ITEM
5.01 Changes
in Control of Registrant.
As a result of the Merger, the Company
will become a wholly-owned subsidiary of Axway. The disclosure under
Item 2.01 is incorporated herein by reference.
ITEM
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Agreements of Certain
Officers.
|
Pursuant to the terms of the Merger
Agreement, immediate prior the effective time of the Merger, the directors of
the Company resigned and were replaced by the sole director of Merger Sub,
Christophe Fabre, and Mr. Fabre became the sole officer of the
Company.
ITEM
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company's Certificate of
Incorporation and Bylaws were amended and restated, effective September 4, 2008,
through operation of the Merger.
ITEM
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
|
Description
|
99.1
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Joint
Press Release issued by Sopra Group SA, Axway Inc.
and Tumbleweed Communications Corp., dated September 4, 2008,
entitled "Axway Inc. Merges With Tumbleweed Communications as Parent
Company, Sopra Group, Completes Acquisition of Tumbleweed
Shares."
|
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.
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TUMBLEWEED
COMMUNICATIONS CORP.
|
|
|
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By:
Bernard J.
Cassidy
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Name: Bernard
J. Cassidy
|
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Title: Senior
Vice President and General
Counsel
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|
|
|
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Date: September
4, 2008
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EXHIBIT
INDEX
Exhibit
No.
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Description
|
99.1
|
Joint
Press Release issued by Sopra Group SA, Axway Inc.
and Tumbleweed Communications Corp., dated September 4, 2008,
entitled "Axway Inc. Merges With Tumbleweed Communications as Parent
Company, Sopra Group, Completes Acquisition of Tumbleweed
Shares."
|
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