UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No, 2)
ARC
DOCUMENT SOLUTIONS, INC. |
| (Name
of Issuer) |
| |
Common
Stock, par value $0.001 per share |
| (Title
of Class of Securities) |
| |
00191G103 |
| (CUSIP
Number) |
Kumarakulasingam
Suriyakumar
Suriyakumar
Family Trust
Shiyulli
Suriyakumar 2013 Irrevocable Trust
Seiyonne
Suriyakumar 2013 Irrevocable Trust
Dilantha
Wijesuriya
Jorge
Avalos
Rahul
Roy
Sujeewa
Sean Pathiratne
TechPrint
Holdings, LLC
Copies
to:
Mitchell
S. Nussbaum, Esq.
Angela
M. Dowd, Esq..
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
(212)
407-4159
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August,
27, 2024 |
| (Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box ☐.
Note:
Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
| * |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
| |
|
| |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however see the Notes). |
(Continued
on following pages)
| 1 |
NAME
OF REPORTING PERSON
KUMARAKULASINGAM
SURIYAKUMAR |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
BK,
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
2,055,576 |
| 8 |
SHARED
VOTING POWER
2,732,171 |
| 9 |
SOLE
DISPOSITIVE POWER
2,055,576 |
| 10 |
SHARED
DISPOSITIVE POWER
6,417,446 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,473,042 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of common stock, par value $0.001 per share (the “Common Stock”) of ARC Document Solutions,
Inc. (“Issuer” or the “Company”) issued and outstanding as of July 26, 2024, the Reporting Person beneficially
owns approximately 19.6% of the issued and outstanding Common Stock of the Issuer. Does not include certain shares of Common Stock
that the Reporting Person may be deemed to beneficially own pursuant to his membership in a Rule 13d-5 group but does include (i)
1,732,171 shares of Common Stock held by the Suriyakumar Family Trust, for which the Reporting Person and his spouse, share voting
and dispositive power (ii) an additional 1,000,000 shares of Common Stock that the Reporting Person may be deemed to beneficially
own that are held by the Shiyulli Suriyakumar 2013 Irrevocable Trust and the Seiyonne Suriyakumar 2013 Irrevocable Trust which trusts
were established by the Reporting Person for estate planning purposes, but as to which the Reporting Person disclaims beneficial
ownership except to the extent of his pecuniary interest therein and (iii) an additional 3,685,275 shares of Common Stock
that the Reporting Person may be deemed to beneficially own by virtue of the Rollover Agreement (as defined herein) that are held
by the other Rollover Stockholders (as defined herein) by virtue of his role as Manager of TechPrint Holdings, LLC.. See Items 3
and 5. |
| 1 |
NAME
OF REPORTING PERSON
SURIYAKUMAR
FAMILY TRUST |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
1,732,171 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
1,732,171 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,732,171 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%* |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
4.0% of the issued and outstanding Common Stock of the Issuer. Mr. Suriyakumar and his spouse, as trustees of the Reporting Person,
share voting and dispositive power over these shares. Does not include certain shares of Common Stock that the Reporting Person may
be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| 1 |
NAME
OF REPORTING PERSON
SHIYULLI
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
500,000 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
500,000 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%* |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.2% of the issued and outstanding Common Stock of the Issuer. Mr. Suriyakumar shares voting and dispositive power over these shares.
Does not include certain shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant to its membership
in a Rule 13d-5 group. See Item 5. |
| 1 |
NAME
OF REPORTING PERSON
SEIYONNE
SURIYUKUMAR 2013 IRREVOCABLE TRUST |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
US |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
500,000 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
500,000 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%* |
| 14 |
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.2% of the issued and outstanding Common Stock of the Issuer. Mr. Suriyakumar shares voting and dispositive power over these shares.
Does not include certain shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant to its membership
in a Rule 13d-5 group. See Item 5. |
| 1 |
NAME
OF REPORTING PERSON
DILANTHA
WIJESURIYA |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
1,149,038 |
| 8 |
SHARED
VOTING POWER
647,771 |
| 9 |
SOLE
DISPOSITIVE POWER
1,149,038 |
| 10 |
SHARED
DISPOSITIVE POWER
647,771 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,796,809 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.2%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
4.2% of the issued and outstanding Common Stock of the Issuer. Includes 971,156 shares of Common Stock issuable upon exercise of
outstanding stock options exercisable within 60 days of the date of this report, and 647,771 shares held by the Wijesuriya Family
Trust. Mr. Wijesuriya and his spouse, as trustees of the Wijesuriya Family Trust share voting and dispositive power over the shares
held by the trust. Does not include certain shares of Common Stock that the Reporting Person may be deemed to beneficially own pursuant
to its membership in a Rule 13d-5 group. See Item 5. |
| 1 |
NAME
OF REPORTING PERSON
JORGE
AVALOS |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
737,025 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
737,025 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
737,025 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.7% of the issued and outstanding Common Stock of the Issuer. Includes 183,678 shares of Common Stock issuable upon exercise of
outstanding stock options exercisable within 60 days of the date of this report. .Does not include certain shares of Common Stock
that the Reporting Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| 1 |
NAME
OF REPORTING PERSON
RAHUL
ROY |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
708,167 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
708,167 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,167 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES
CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.6t% of the issued and outstanding Common Stock of the Issuer. Includes 240,666 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of this report. .Does not include certain shares of Common Stock that the Reporting Person may
be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
| 1 |
NAME
OF REPORTING PERSON
SUJEEWA
SEAN PATHIRATNE |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
443,274 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
443,274 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
443,274 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%* |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on the 43,249,749 shares of Common Stock issued and outstanding as of July 26, 2024, the Reporting Person beneficially owns approximately
1.0% of the issued and outstanding Common Stock of the Issuer. Does not include certain shares of Common Stock that the Reporting
Person may be deemed to beneficially own pursuant to its membership in a Rule 13d-5 group. See Item 5. |
CUSIP
No. 12526L 10 3
| 1 |
NAME
OF REPORTING PERSON
TECHPRINT HOLDINGS, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
(b) |
☒
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
BK, OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,473,042 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,473,042 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
|
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%* |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| * |
Based on the 43,249,749 shares of Common Stock issued and outstanding
as of July 26, 2024 and by virtue of the Rollover Agreement (as defined herein), the Reporting Person beneficially owns approximately
19.6% of the issued and outstanding Common Stock of the Issuer. See Items 3 and 5. |
Introductory
Note
This
Amendment No.2 (this “Amendment No.2”) to statement on Schedule 13D, is filed with respect to shares of Common Stock of the
Issuer on behalf of the group that may be deemed to be formed under Rule 13d-5 consisting of (i) Mr. Kumarakulasingam Suriyakumar (“Mr.
Suriyakumar” or the “Founder”), director, chairman and chief executive officer of the Issuer; (ii) the Suriyakumar
Family Trust (the “Family Trust”), by and through Mr. Suriyakumar as trustee; (iii) the Shiyulli Suriyakumar 2013 Irrevocable
Trust (the “Shiyulli Trust”), by and through Ms. Shiyulli Suriyakumar (“Ms. Suriyakumar”) as trustee; (iv) the
Seiyonne Suriyakumar 2013 Irrevocable Trust (the “Seiyonne Trust”), by and through Mr. Seiyonne Suriyakumar (“Mr. Seiyonne
Suriyakumar”) as trustee; (v) Mr. Dilantha Wijesuriya, Chief Operating Officer of the Issuer (“Mr. Wijesuriya”); (vi)
Mr. Jorge Avalos, Chief Financial Officer of the Issuer (“Mr. Avalos”); (vii) Mr. Rahul Roy, Chief Technical Officer of the
Issuer (“Mr. Roy”); (viii) Mr. Sujeewa Sean Pathiratne, a private investor (“Mr. Pathiratne” and collectively
with Mr. Suriyakumar, the Family Trust, the Shiyulli Trust, the Seiyonne Trust, Mr. Wijesuriya, Mr. Avalos and Mr. Roy the “Original
Reporting Persons”), and (xi) TechPrint Holdings, Inc., a Delaware limited liability company (“TechPrint” or the “Acquirer”
and, collectively with the Original Reporting Persons, the “Reporting Persons”).
This
Amendment No. 2 amends and supplements the Schedule 13D, with respect to the Issuer filed by the Original Reporting Persons with the
Securities and Exchange Commission (as amended and supplemented to date, the “Schedule 13D”) and adds TechPrint to the Reporting
Persons. Except as provided herein, this Schedule 13D does not modify any of the information previously reported on the Schedule 13D.
Item
2.Identity and Background.
This
statement is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to the
transaction described in Item 4 of this statement.
TechPrint
Holdings, LLC is a limited liability company organized under the laws of Delaware. Its business address is c/o ARC Document Solutions,
Inc. 12657 Alcosta Blvd., Suite 200 Sam Ramon, California 94583.
The
principal business of Acquirer is investment services.
During
the past five (5) years, the Acquirer has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
During the past five (5) years, the Acquirer has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Information
with respect to each of the Reporting Persons is given solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by another Reporting Person.
Item
3 Source and Amount of Funds or Other Consideration
Pursuant
to an agreement and plan of merger, dated as of August 27, 2024 (the “Merger Agreement”), by and among (i) the Acquirer (ii)
TechPrint Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly-owned subsidiary of Acquirer and (iii) the
Company, subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company
continuing as the surviving corporation (the “Surviving Corporation”) and a wholly-owned subsidiary of Acquirer (the “Merger”).
Under the terms of the Merger Agreement, each of the Company’s shares of Common Stock issued and outstanding immediately prior
to the effective time of the Merger (other than shares of Common Stock owned by the Acquirer, Merger Sub, the Company, the Rollover Stockholders
(as defined below), and any holders of Common Stock who exercise appraisal rights with respect to such shares) will be converted into
the right to receive $3.40 per share in cash, without interest (the “Merger Consideration”). The Merger is subject to the
approval of the Company’s shareholders and other customary closing conditions. The descriptions of the Merger and of the Merger
Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this
paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which has been filed as Exhibit 7.02, and is incorporated
herein by reference in its entirety as Exhibit 7.02.
The
financing of the Merger and the transactions contemplated by the Merger will be obtained by the Reporting Persons as a combination of
debt and equity. Pursuant to a commitment letter, dated August 27, 2024 (the “Debt Commitment Letter”), provided to Acquirer
and Merger Sub by U.S. Bank National Association, BMO Bank N.A., Zions Bancorporation, N.A. dba California Bank & Trust and
City National Bank, a national banking association (collectively, the “Commitment Parties”), the Commitment Parties committed
to provide, on the terms and subject to the conditions set forth in the Debt Commitment Letter, at or prior to the closing of the Merger,
a revolving credit and term loan facility of $185.0 million, subject to certain customary conditions, including without limitation,
the execution of definitive transaction documents
Pursuant
to an equity commitment letter (the “Equity Commitment Letter”), dated August 27, 2024, by and among the Acquirer, Mr.
Suriyakumar, and Mr. Pathiratne (together the “Investors”), each of the Investors, severally and not jointly, has
committed to purchase, or cause to be purchased, directly or indirectly, at or prior to the effective time of the Merger (the
“Effective Time”), securities of the Acquirer for an aggregate purchase price of $11 million, subject to the
terms and conditions set forth in the equity commitment letter. The respective commitments contemplated by the Equity Commitment
Letter will be funded by the Investors immediately prior to the consummation of the financing transactions contemplated by the Debt
Commitment Letter, subject to the satisfaction of certain conditions set forth in the Equity Commitment Letter and the Debt
Commitment Letter, including such financing transactions having been funded or the Commitment Parties having confirmed that such
financing transactions will be funded at the Effective Time upon delivery of a drawdown notice from the Acquirer. The
information disclosed in this paragraph is qualified in its entirety by reference to the Equity Commitment Letter, a copy of which
has been filed as Exhibit 7.03, and is incorporated herein by reference in its entirety as Exhibit 7.03.
On
August 27 2024, concurrently with the execution and delivery of the Merger Agreement, the Original Reporting Persons (the “Rollover
Stockholders”) entered into a Rollover Agreement (the “Rollover Agreement”) by and among the Acquirer and each
Rollover Stockholder, pursuant to which, (i) immediately prior to the Effective Time, shares of Common Stock held by the Rollover Stockholders
will be contributed to the Acquirer and (ii) immediately after the issuance of shares of common stock of the Surviving Corporation in
respect of options to purchase Common Stock whether vested or unvested, that have an exercise price per share that is less than the
Merger Consideration and restricted stock award of the Company held by the Rollover Stockholders, such shares will be contributed
to the Acquirer, in exchange for a number of issuances of common membership interests of Acquirer. The information disclosed in this
paragraph is qualified in its entirety by reference to the Rollover Agreement, a copy of which has been filed as Exhibit 7.04, and is
incorporated herein by reference in its entirety as Exhibit 7.04.
Item
4. Purpose of Transaction.
On
August 28, 2024, the Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement,
Merger Sub will be merged with and into the Company, with the Company as the surviving the corporation. Under the terms of the Merger
Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock
owned by the Acquirer, Merger Sub, the Company, the Rollover Stockholders and any holders of Common Stock who exercise appraisal rights
with respect to such shares) will be converted into the right to receive the Merger Consideration.
The
purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the Publicly Held Shares.
If the Merger is consummated, shares of Common Stock will no longer be traded on the New York Stock Exchange and will cease to be registered
under Section 12 of the Exchange Act, and the Company will be privately held by the Reporting Persons. The information disclosed in this
paragraph and in the preceding paragraph of this Item 4 is qualified in its entirety by reference to the Merger Agreement, which is filed
as Exhibit 7.02 and incorporated herein by reference in its entirety.
Concurrently
with the execution of the Merger Agreement, the Rollover Stockholders, who collectively beneficially own approximately 19.6% of
the outstanding shares of Common Stock, entered into a Voting Agreement, dated as of August 27, 2024 (the “Voting Agreement”)
with the Acquirer and the Company, pursuant to which, among other things, the Acquirer and each of the Rollover Stockholders have agreed
to appear in person or by proxy at every at every meeting of the stockholders of the Company called with respect to any of the following,
and at every adjournment or postponement thereof, and vote or cause to be voted their shares of Common Stock (unless the Company’s
Board of Directors (the “Company Board”) acting on the recommendation of the Special Committee of the Company Board (the
“Special Committee”)) or the Special Committee has made a change of recommendation) (i) in favor of the adoption of the Merger
Agreement and the approval of the transactions contemplated thereby, including the Merger, and (ii) against any other action, agreement
or transaction that has not been recommended by the Company Board (acting on the recommendation of the Special Committee) or the Special
Committee and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation
or agreement of the Company under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the
Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay ,postpone or adversely affect the Merger and the
other transactions contemplated by the Merger. The information disclosed in this paragraph is qualified in its entirety by reference
to the Voting Agreement, a copy of which has been filed as Exhibit 7.05, and is incorporated herein by reference in its entirety.
On
August 27, 2024, concurrently with the execution and delivery of the Merger Agreement, Mr. Suriyakumar entered into a limited guarantee
in favor of the Company (the “Limited Guarantee”), with respect to the obligation of Acquirer to pay to the Company a $750,000
reverse termination fee, if and when due pursuant to the Merger Agreement, and up to $1.5 million of monetary damages resulting or arising
from Acquirer’s or Merger Sub’s Fraud (as defined in the Merger Agreement) with respect to the Merger Agreement or the transactions
contemplated thereby. The information disclosed in this paragraph is qualified in its entirety by reference to the Limited Guarantee,
a copy of which has been filed as Exhibit 7.06, and is incorporated herein by reference in its entirety.
The
information required by Item 4 not otherwise provided herein is set forth in Item 3 and is incorporated herein by reference.
Other
than as described in Item 3 and Item 4 above, none of the Reporting Persons, has any plans or proposals which relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from
time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more
of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item
5 Interest in Securities of the Issuer.
By
virtue of the Rollover Agreement, the Acquirer may be deemed to be a beneficial owner having the power to direct the voting and disposition
of the Common Stock held by the Rollover Stockholders. By virtue of his ability as Manager of the Acquirer, to direct the Acquirer with
regards to decisions concerning the Common Stock owned or controlled by the Acquirer, Mr. Suriyakumar may be deemed to be a beneficial
owner having the power to direct the voting and disposition of the Common Stock held or controlled by the Acquirer.
During
the 60 days preceding the filing of this Amendment No. 2 to 13D, none of the Reporting Persons has effected any transactions in the Common
Stock.
Item
6 Contracts, Arrangements, Understandings, or Relationships with respect to Securities of the Company.
On
August 27, 2024, the Acquirer, Merger Sub and the Company entered into the Merger Agreement. The descriptions of the Merger Agreement
in Item 3 and Item 4 are incorporated herein by reference. Concurrently with the execution of the Merger Agreement: (i) the Acquirer,
Mr. Suriyakumar, and Mr. Pathiratne entered into the Equity Commitment Letter; (ii) the Rollover Stockholders and the Acquirer entered
into the Rollover Agreement; (iii) the Rollover Stockholders, the Acquirer and the Company entered into the Voting Agreement and (iv
Mr. Suriyakumar executed the Limited Guarantee in favor of the Company. In addition, on August 27, 2024, the Commitment Parties provided
the Debt Commitment Letter to Acquirer and Merger Sub.
The
descriptions in Item 3 and Item 4 of this Statement of the agreements listed in this Item 6 are incorporated herein by reference. The
summaries of certain provisions of such agreements in this statement on Schedule 13D are not intended to be complete and are qualified
in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits
7.02 through 7.06 and are incorporated herein by reference.
Item
7. Material to be Filed as Exhibits.
| Exhibit
No.: |
|
Title: |
| 7.01 |
|
Joint Filing Agreement dated as of August 29, 2024 by and among Kumarakulasingam Suriyakumar, the Suriyakumar Family Trust, Shiyulli Suriyakumar 2013 Irrevocable Trust, Seiyonne Suriyakumar 2013 Irrevocable Trust, Dilantha Wijesuriya, Jorge Avalos, Rahul Roy, Sujeewa Sean Pathiratne and TechPrint Holdings, LLC |
| 7.02 |
|
Agreement and Plan of Merger dated August 27, 2024, by and among TechPrint, Merger Sub and the Company |
| 7.03 |
|
Equity Commitment Letter dated August 27, 2024 by and among TechPrint, Kumarakulasingam Suriyakumar, and Sujeewa Sean Pathiratne |
| 7.04 |
|
Rollover Agreement dated August 27, 2024 by and among TechPrint and each of the Rollover Stockholder |
| 7.05 |
|
Voting Agreement, dated August 27, 2024, by and among TechPrint, Merger Sub, the Company, and the Rollover Stockholders |
| 7.06 |
|
Limited Guarantee, dated August 27, 2024, by and between the Company and Kumarakulasingam Suriyakumar |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated:
August 29, 2024
| |
|
/s/ Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
|
|
| |
SURIYAKUMAR
FAMILY TRUST |
| |
|
|
| |
By: |
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
SHIYULLI
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| |
|
|
| |
By: |
/s/
Shiyulli Suriyakumar |
| |
Name: |
Shiyulli
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
SEIYONNE
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| |
|
|
| |
By: |
/s/
Seiyonne Suriyakumar |
| |
Name: |
Seiyonne
Suriyakumar |
| |
Title: |
Trustee |
| |
|
/s/ Dilantha Wijesuriya |
| |
Name: |
Dilantha
Wijesuriya |
| |
|
|
| |
|
/s/ Jorge Avalos |
| |
Name: |
Jorge
Avalos |
| |
|
|
| |
|
/s/ Rahul Roy |
| |
Name: |
Rahul
Roy |
| |
|
|
| |
|
/s/ Sujeewa Sean Pathiratne |
| |
Name: |
Sujeewa
Sean Pathiratne |
| |
TECHPRINT HOLDINGS, LLC |
| |
|
|
| |
By: |
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
Title: |
Manager |
Exhibit
7.01
AGREEMENT
REGARDING JOINT FILING
OF
STATEMENT ON SCHEDULE 13D OR 13G
The
undersigned agree to file jointly with the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule
13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934,
as amended, in connection with purchases and sales by the undersigned of the securities of any issuer until such time as the undersigned
file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose,
TechPrint Holdings, LLC, the Suriyakumar Family Trust, Shiyulli Suriyakumar 2013 Irrevocable Trust, Seiyonne Suriyakumar 2013 Irrevocable
Trust, Dilantha Wijesuriya, Jorge Avalos, Rahul Roy and Sujeewa Sean Pathiratne hereby constitutes and appoints Kumarakulasingam Suriyakumar,
as his, her or its true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to
prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and
documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection
with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing
power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement
terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.
| Dated:
August 29, 2024 |
|
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
|
|
| |
SURIYAKUMAR
FAMILY TRUST |
| |
|
| |
By: |
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
SHIYULLI SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| |
|
| |
By: |
/s/
Shiyulli Suriyakumar |
| |
Name: |
Shiyulli
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
SEIYONNE
SURIYAKUMAR 2013 IRREVOCABLE TRUST |
| |
|
| |
By: |
/s/
Seiyonne Suriyakumar |
| |
Name: |
Seiyonne
Suriyakumar |
| |
Title: |
Trustee |
| |
|
|
| |
|
/s/
Dilantha Wijesuriya |
| |
Name: |
Dilantha Wijesuriya |
| |
|
|
| |
|
/s/
Jorge Avalos |
| |
Name: |
Jorge Avalos |
| |
|
|
| |
|
/s/
Rahul Roy |
| |
Name: |
Rahul Roy |
| |
|
|
| |
|
/s/
Sujeewa Sean Pathiratne |
| |
Name: |
Sujeewa
Sean Pathiratne |
| |
|
|
| |
TECHPRINT
HOLDINGS, LLC |
| |
|
|
| |
By: |
/s/
Kumarakulasingam Suriyakumar |
| |
Name: |
Kumarakulasingam
Suriyakumar |
| |
Title: |
Manager |
Exhibit
7.02
Exhibit 7.03
Exhibit 7.04
Exhibit 7.05
Exhibit
7.06
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