Page 10 of 12 SEC Filing
Explanatory Note
This Amendment No. 1 (Amendment No. 1) amends and supplements the Schedule 13D filed with the United States Securities and Exchange
Commission (the SEC) on January 31, 2011 (the Original 13D and, together with Amendment No. 1, the Schedule 13D) with respect to the items and matters described below. Capitalized terms used but not defined
herein have the meanings set forth in the Original 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is supplemented as follows:
JFL Merger Agreement
On
February 28, 2016, the Issuer entered into an Agreement and Plan of Merger (the Merger Agreement) with RF1 Holding Company (Parent) and RF Acquisition Sub, Inc., a wholly owned subsidiary of Parent (Merger
Sub), providing for the merger of Merger Sub with and into the Issuer (the Merger) with the Company surviving the Merger as a wholly owned subsidiary of Parent, as described in the Issuers Current Report on Form 8-K, filed on
March 1, 2016 (the March 1, 2016 8-K). Parent and Merger Sub are affiliates of private equity firm J.F. Lehman & Company. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not
purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the March 1, 2016 8-K.
Stockholder Consent
On
February 29, 2016, Vintage Albany Acquisition and Steel Excel Inc. (Steel and together with Vintage Albany Acquisition, the Majority Shareholders), the record and beneficial owners of 22,000,000 and 11,423,278 shares,
respectively, approved the Merger and adopted the Merger Agreement by written consent (the Written Consent). Together, the Majority Shareholders hold over a majority of the outstanding shares. The approval by the Majority Shareholders
constitutes the required approval of the Merger and adoption of the Merger Agreement by the Issuers stockholders under the Delaware General Corporation Law and the Companys certificate of incorporation.
By executing the irrevocable Written Consent, each of the Majority Shareholders has agreed, among other things, (1) not to transfer any shares
at any time prior to the consummation of the Merger, (2) to irrevocably waive any rights to appraisal of the fair value of any of its shares and (3) to forego participation as a plaintiff or member of a plaintiff class in any action with respect to
any claim based on its status as a stockholder of the Issuer relating to the negotiation, execution or delivery of the Written Consent or the consummation of (but not the failure to consummate) the Merger and to affirmatively waive and release any
right or claim of recovery or recovery in any settlement or judgment related to any such action reasonably requested by Parent in writing. Parent is a third party beneficiary of the waivers and agreements set forth in the Written Consent.
The foregoing description of the Written Consent does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the Written Consent, which is attached as Exhibit 4 hereto and incorporated herein by reference.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities
Item 6 of the Schedule 13D is amended and restated as follows:
On January 21, 2011, Issuer and Vintage Albany Acquisition entered into a Registration Rights Agreement.
On January 31, 2011 the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.
On February 29, 2015, Vintage Albany Acquisition executed the Written Consent. The information set forth or incorporated by reference in
Item 4 of this Schedule 13D is hereby incorporated by reference in this Item 6.
Other than as described herein, the Reporting Persons
filing this Statement are not parties to any contract, arrangement, understanding or relationships with any other person with respect to securities of the Issuer, including but not limited to transfer or voting of any of the securities,
finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Item 7 of this Schedule 13D is supplemented as follows:
Exhibit 3: Agreement and Plan of Mergers, dated as of February 28, 2016, by and among the API Technologies Corp., RF1 Holding Company and
RF Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Issuers Current Report on Form 8-K, filed on March 1, 2016).
Exhibit 4: Written Consent of the Stockholders of API Technologies Corp., dated as of February 29, 2016, executed by the Vintage Albany
Acquisition, LLC and Steel Excel Inc.
