UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 7, 2005
(Exact name of registrant as specified in charter)
| |
|
|
|
|
| Delaware
|
|
000-32809
|
|
94-3337236 |
|
|
|
|
|
|
(State or other
jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
48461 Fremont Boulevard, Fremont, CA 94538
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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:
| o |
|
Written communication pursuant to Rule 425 under the
Securities Act
(17 CFR 230.425) |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
(17 CFR 240.14a-12) |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR
240.14d-2(b)) |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.01. Changes of Control of the Registrant.
On October 7, 2005, Victory Acquisition Corp., a Delaware corporation (“Victory”), merged with
and into the Registrant (the “Merger”) pursuant to the Agreement and Plan of Reorganization, dated
as of March 28, 2005, as amended on August 2, 2005 and further amended on August 26, 2005, by and
between the Registrant and Victory (the “Merger Agreement”). As a result of this transaction,
effective October 7, 2005 Mr. Fred S. L. Chan and the other stockholders of Victory, who had
controlled approximately 40% of the outstanding shares of Common Stock of the Registrant before the
Merger, obtained control of 100% of the Common Stock of the Registrant after the Merger.
Pursuant to the Merger Agreement, each share of Common Stock of the Registrant issued and
outstanding, except those shares held by Victory and its stockholders and those shares subject to
the exercise of dissenters’ rights, was converted into the right to receive $0.36 in cash.
Furthermore, each vested option to purchase shares of Common Stock of the Registrant outstanding
immediately prior to the effective time, including options held by certain officers and directors
of the Registrant that vested in conjunction with the Merger, was canceled and each holder of such
option is entitled to receive a cash payment equal to the product of (1) the excess of $0.36 over
the option exercise price multiplied by (2) the total number of shares subject to the option, less
any applicable withholding taxes. All unvested options were canceled as a result of the Merger.
The aggregate merger consideration (including the payments to the option holders) was
approximately $18.1 million. This amount and the related fees and expenses of the transaction were
funded by cash and cash equivalents of the Registrant immediately prior to the Merger.
Item 7.01. Regulation FD Disclosure.
On October 7, 2005, the Registrant issued a press release announcing the results of its
special meeting of stockholders held on October 6, 2005 and the consummation of the Merger of
Victory into the Registrant. At the special meeting, stockholders approved and adopted the Merger
Agreement, pursuant to which Victory was merged with and into Registrant, which was the surviving
corporation. A copy of this press release is attached as an exhibit to this Current Report as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| |
(a) |
|
Financial Statements of Business Acquired. |
| |
| |
|
|
Not applicable. |
| |
| |
(b) |
|
Pro Forma Financial Information. |
| |
| |
|
|
Not applicable. |
| |
| |
(c) |
|
Exhibits. The following exhibit is being furnished herewith: |
| |
| |
|
|
99.1 Press Release dated October 7, 2005. |