UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 10, 2011
MICROFLUIDICS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-11625
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04-2793022 |
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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30 Ossipee Road
Newton, MA 02464
(Address of principal executive offices)
Registrant’s telephone number, including area code: (617) 969-5452
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
As previously announced, on January 10, 2011, Microfluidics International Corporation
(“Microfluidics” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with IDEX Corporation, a Delaware corporation (“IDEX”), and Nano Merger Sub, Inc., a
Delaware corporation and a wholly-owned subsidiary of IDEX (“Purchaser”). Pursuant to the Merger
Agreement, upon the terms and subject to the conditions thereof, IDEX, through Purchaser, commenced
a cash tender offer (the “Offer”) on January 25, 2011, to acquire all of Microfluidics’ outstanding
shares of common stock, par value $0.01 per share (the “Shares”), at a purchase price of $1.35 per
Share (the “Offer Price”), net to the seller in cash, without interest thereon and less any
required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated January 25, 2011, and in the related Letter of Transmittal, each as amended or
supplemented from time to time.
As previously reported on February 25, 2011, the Offer expired as scheduled at 12:00 midnight,
New York City time, on Thursday, February 24, 2011, and a subsequent offering period was commenced
on February 25, 2011 and was extended on March 4, 2011. The subsequent offering period (as
extended) expired at 5:00 p.m., New York City time, on Thursday, March 10, 2011. According to
Registrar and Transfer Company, the depositary for the Offer, as of such time, a total of 7,509,382
Shares had been validly tendered and not properly withdrawn during the initial offering period and
the subsequent offering period (as extended), representing approximately 71.99% of the Shares
outstanding. Pursuant to the terms of the Offer, as of March 11, 2011, Purchaser has accepted for
payment all Shares validly tendered and not validly withdrawn during the initial offering period
and all Shares validly tendered during the subsequent offering period (as extended), and the
consideration for all such Shares either has been paid or promptly will be paid. In addition, as
of March 11, 2011, approximately 12,699 Shares have been acquired by Purchaser through open market
purchases at $1.35 per Share, which Shares when combined with the 7,509,382 Shares validly tendered
and not properly withdrawn during the initial offering period and the subsequent offering period,
represent approximately 72.12% of the Shares outstanding.
On March 11, 2011, pursuant to the terms of the Merger Agreement, Purchaser exercised its
“top-up” option to increase its share ownership percentage of the Company through the purchase of
newly issued shares of the Company’s common stock directly from Microfluidics for an immediate cash
payment equal to the aggregate par value of the Shares issued upon the exercise of the “top-up”
option and delivery of a secured promissory note for the remainder of the exercise price for the
“top-up” option. The promissory note will bear interest at 9% per annum and will be due one year
from the date of the purchase of Shares pursuant to the “top-up” option. Pursuant to the exercise
of this “top-up” option, Purchaser purchased directly from the Company a total of 18,656,013 newly
issued shares of the Company’s common stock (the “Top-Up Shares”). As a result of the exercise of
the “top-up” option, Purchaser owned more than 90% of the outstanding shares of the Company’s
common stock, when combined with the Shares purchased in the Offer (including Shares purchased in
the subsequent offering period (as extended)) and on the open market. The Top-Up Shares were
offered and sold to Purchaser in reliance upon the exemption from registration set forth in Section
4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving a
public offering.
Following the exercise of the “top-up” option, in accordance with the Merger Agreement, on
March 11, 2011, Purchaser effected a short-form merger (the “Merger”) under Section 253 of the
Delaware General Corporation Law (the “DGCL”) of Purchaser with and into the Company, with the
Company surviving and continuing as a wholly-owned subsidiary of IDEX (the “Surviving
Corporation”). As a result of the Merger, each Share that is issued and outstanding and that was
not accepted for payment pursuant to the Offer (other than (i) Shares that are held by any
stockholder who demands and perfects appraisal rights under the DGCL, and (ii) Shares held by IDEX
or any subsidiary of IDEX, including Purchaser, and any Shares held by the Company as treasury
shares or held by Microfluidics Corporation, the Company’s wholly-owned subsidiary, which Shares
were cancelled without any conversion), was cancelled and converted into the right to receive $1.35
per Share, net to the stockholder in cash, without interest thereon and less any required
withholding taxes (the “Merger Consideration”). Microfluidics stockholders immediately prior to
the Merger have ceased to have any rights as stockholders in the Company (other than their right to
receive the Merger Consideration or to demand and perfect appraisal rights under the DGCL).
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The disclosure under Item 3.03 is incorporated herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Pursuant to the terms of the Merger Agreement, the director of Purchaser immediately prior to
the effective time of the Merger became the director of the Surviving Corporation following the
Merger. The new director of the Surviving Corporation is Frank J. Notaro.
ITEM 8.01 OTHER EVENTS
As a result of the Merger, the shares of the Company’s common stock will no longer be eligible
for quotation on the Over-the-Counter Bulletin Board or listed on any other market or securities
exchange. The Company will file with the Securities and Exchange Commission a Certification on
Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to suspend the
Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
On March 11, 2011, IDEX issued a press release announcing the expiration of the subsequent
offering period (as extended), a copy of which is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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| Exhibit No. |
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Description |
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Exhibit 99.1
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Press Release issued by IDEX, dated March 11, 2011
(incorporated herein by reference to Exhibit (a)(1)(O) to
Amendment No. 5 to the Schedule TO of IDEX and Purchaser
filed with the SEC on March 11, 2011). |
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