Page 6 of 9 – SEC Filing
The following constitutes
Amendment No. 18 to the Schedule 13D filed by the undersigned (“Amendment No. 18”). This Amendment No. 18 amends the
Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
On July 2, 2017, the
Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with ADVA NA Holdings, Inc. (“Parent”),
and Golden Acquisition Corporation, a wholly-owned Subsidiary of Parent (“Merger Sub”).
The Merger Agreement
provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will commence a tender
offer (the “Offer”) to acquire all of the issued and outstanding Shares of the Issuer, including all associated rights
under that certain rights agreement, as amended, between the Issuer and American Stock Transfer & Trust Company, LLC, as rights
agent, dated as of January 26, 2016, on the terms and subject to the conditions set forth in the Merger Agreement at a price per
Share of $10.00 (the “Offer Price”), subject to the terms and conditions of the Merger Agreement. Following completion
of the Offer, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer continuing as the surviving
corporation and as a wholly owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the General Corporation
Law of the State of Delaware (the “DGCL”), with no stockholder vote required to consummate the Merger.
At the effective time
of the Merger (the “Effective Time”), each Share (other than (a) Shares held by the Issuer as treasury stock or owned
by Merger Sub, Parent or any subsidiary of the Issuer; and (b) Shares held by stockholders who validly exercise appraisal rights
under the DGCL with respect to such Shares) will be cancelled and converted into the right to receive an amount in cash equal to
the Offer Price, without interest and less any applicable taxes required to be withheld (the “Merger Consideration”).
As a result of the Merger, the Shares will cease to be publicly held and the Issuer will become a subsidiary of Parent.
The Merger Agreement
provides that, immediately prior to the Effective Time, any then outstanding option to acquire Shares granted under an Issuer stock
plan (an “Option”) whether or not then otherwise vested or exercisable, shall be cancelled in exchange for the right
of the holder of such Option to receive from the surviving corporation a cash amount equal to the product of (i) the total number
of Shares then still covered by the Option multiplied by (ii) the excess, if any, of (A) the Merger Consideration over (B) the
exercise price per Share under such Option; provided that if the exercise price per Share under any such Option is equal to or
greater than the Merger Consideration, such Option shall be cancelled immediately prior to the Effective Time without any payment
or other consideration being made or owed in respect thereof. The Merger Agreement further provides that, immediately prior to
the Effective Time, each then outstanding share of restricted stock issued pursuant to an Issuer stock plan shall become fully
vested and shall participate in the Merger on the same basis as any other outstanding Shares.
Merger Sub has agreed
to commence the Offer as promptly as reasonably practicable, and in any event within 10 business days, after the date of the Merger
Agreement. The consummation of the Offer will be conditioned on there having been validly tendered into and not validly withdrawn
prior to any then scheduled expiration time the number of Shares that, together with the Shares beneficially owned by Parent or
Merger Sub (if any), represents at least a majority of the Shares then outstanding (determined on a fully diluted basis (which
assumes conversion or exercise of all options and other convertible or derivative securities regardless of the conversion or exercise
price, the vesting schedule or other terms and conditions thereof), and excluding Shares tendered pursuant to guaranteed delivery
procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary
for the Offer pursuant to such procedures. The consummation of the Offer is also subject to other conditions.
| 6 |
