California
|
001-36423
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68-0176227
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
7250 Redwood Blvd., Suite 200
Novato, California
|
94945
|
|
(Address of principal executive offices)
|
(Zip Code)
|
£ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
£ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12) |
£ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
£ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit
|
Description
|
2.1
|
Transaction Agreement, dated as of May 2, 2016, between Hennessy Advisors, Inc. and Westport Advisers, LLC *
|
99.1
|
Press release
|
* | The disclosure schedules to the Transaction Agreement are not being filed herewith. Hennessy Advisors, Inc. agrees to furnish supplementally a copy of any such schedules to the Securities and Exchange Commission upon request. |
HENNESSY ADVISORS, INC.
|
|
May 3, 2016
|
By:
/s/ Neil J. Hennessy
Neil J. Hennessy
President and CEO |
Exhibit
|
Description
|
2.1
|
Transaction Agreement, dated as of May 2, 2016, between Hennessy Advisors, Inc. and Westport Advisers, LLC *
|
99.1
|
Press release
|
* | The disclosure schedules to the Transaction Agreement are not being filed herewith. Hennessy Advisors, Inc. agrees to furnish supplementally a copy of any such schedules to the Securities and Exchange Commission upon request. |
ARTICLE I - DEFINED TERMS
|
1
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||
ARTICLE II - PURCHASED ASSETS; PURCHASE PRICE
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5
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||
Section 2.1
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Purchased Assets
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5
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|
Section 2.2
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Excluded Assets
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6
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Section 2.3
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Excluded Liabilities
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6
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Section 2.4
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Purchase Price
|
6
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|
Section 2.5
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Purchase Price Allocation
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7
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|
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER
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7
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||
Section 3.1
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Organization, Standing and Authority
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7
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|
Section 3.2
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Authorization and Binding Obligation
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7
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|
Section 3.3
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Registered Investment Adviser
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7
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|
Section 3.4
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No Violations
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7
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|
Section 3.5
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Title to and Condition of Assets
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8
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|
Section 3.6
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Consents; Governmental/Regulatory Authority
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8
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Section 3.7
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Financial Condition; Effect of Sale of Assets
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8
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Section 3.8
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Legal Actions
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8
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Section 3.9
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Compliance with Laws
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9
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Section 3.10
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The Westport Series
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9
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Section 3.11
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Sufficiency of Assets; Trade Rights
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12
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Section 3.12
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Registration Statement
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13
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Section 3.13
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Section 15(f) Safe Harbor
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13
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|
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF BUYER
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13
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||
Section 4.1
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Organization, Standing and Authority
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13
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Section 4.2
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Authorization and Binding Obligation
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13
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Section 4.3
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No Violations
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14
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Section 4.4
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Consents; Governmental/Regulatory Authorities
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14
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Section 4.5
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No Disqualifying Conduct
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14
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Section 4.6
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Litigation; Proceedings
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14
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Section 4.7
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Registered Investment Adviser
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14
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Section 4.8
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Compliance with Law
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15
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Section 4.9
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Registration Statement
|
15
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Section 4.10
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Section 15(f) Safe Harbor
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15
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Section 4.11
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Funding
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15
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Section 4.12
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No Material Adverse Changes
|
15
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ARTICLE V - COVENANTS
|
15
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||
Section 5.1
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Pre-Closing Covenants of Seller
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15
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Section 5.2
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Negative Covenants
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16
|
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Section 5.3
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Affirmative Covenants of Seller
|
18
|
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Section 5.4
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Affirmative Covenants of Buyer
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19
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ARTICLE VI - SPECIAL COVENANTS AND AGREEMENTS
|
19
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||
Section 6.1
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Fees and Expenses
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19
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Section 6.2
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Brokers
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20
|
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Section 6.3
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Confidential Information
|
20
|
|
Section 6.4
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Cooperation
|
20
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Section 6.5
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Covenants With Respect to Changes in Condition and Litigation
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20
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Section 6.6
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Covenants With Respect to Information in Registration Statement
|
21
|
|
Section 6.7
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Access to Third Parties
|
22
|
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Section 6.8
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Cooperation Regarding Financial Matters
|
22
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|
Section 6.9
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Section 15(f) of the Investment Company Act
|
22
|
|
Section 6.10
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Press Releases and Public Announcements
|
23
|
|
ARTICLE VII - CONDITIONS PRECEDENT
|
23
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||
Section 7.1
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Conditions to Obligations of Buyer
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23
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Section 7.2
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Conditions to Obligations of Seller
|
24
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|
ARTICLE VIII - CLOSING AND CLOSING DELIVERIES
|
25
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||
Section 8.1
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Closing
|
25
|
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Section 8.2
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Deliveries by Seller
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26
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Section 8.3
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Deliveries by Buyer
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26
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|
ARTICLE IX - RIGHTS OF BUYER AND SELLER ON TERMINATION OR BREACH
|
27
|
||
Section 9.1
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Termination Rights
|
27
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Section 9.2
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Effect of Termination
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27
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ARTICLE X - REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
|
27
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||
Section 10.1
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Representations and Warranties
|
27
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|
Section 10.2
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Indemnification by Seller
|
28
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|
Section 10.3
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Indemnification by Buyer
|
28
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|
Section 10.4
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Procedure for Indemnification
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28
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Section 10.5
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Limitations
|
30
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|
ARTICLE XI - MISCELLANEOUS
|
30
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||
Section 11.1
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Notices
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30
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Section 11.2
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Benefit and Binding Effect
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31
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Section 11.3
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Governing Law
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31
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Section 11.4
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Headings
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31
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Section 11.5
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Gender and Rules of Construction
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31
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Section 11.6
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Entire Agreement
|
31
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|
Section 11.7
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Counterparts
|
32
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Section 11.8
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Specific Performance
|
32
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Section 11.9
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Severability
|
32
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Section 11.10
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Further Assurances
|
32
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Section 11.11
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Disclaimer
|
32
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Section 11.12
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Interpretation
|
32
|
Schedule 3.10(d)
|
-
|
List of Contracts and Agreements
|
Schedule 3.10(n)
|
-
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Insurance
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Schedule 3.10(o)
|
-
|
Commission or Other Relief
|
Schedule 3.11
|
-
|
List of Exceptions to Intellectual Property Rights
|
If to Seller : |
Andrew Knuth
Westport Advisers, LLC 253 Riverside Avenue Westport, CT 06880 |
If to Buyer : |
Neil J. Hennessy
Hennessy Advisors, Inc. 7250 Redwood Blvd, Suite 200 Novato, CA 94945 |
HENNESSY ADVISORS, INC.
|
||
By:
|
/s/ Neil J. Hennessy
|
|
Name:
|
Neil J. Hennessy
|
|
Title:
|
President and Chief Executive Officer
|
|
WESTPORT ADVISERS, LLC
|
||
By:
|
/s/ Andrew J. Knuth
|
|
Name:
|
Andrew J. Knuth
|
|
Title:
|
Managing Member
|
|
Solely for purposes of Section 5.2(c)
|
||
By:
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/s/ Andrew J. Knuth
|
|
Andrew J. Knuth, Individually
|
||
Solely for purposes of Section 5.2(c)
|
||
By:
|
/s/ Edmund H. Nicklin, Jr.
|
|
Edmund H. Nicklin, Jr., Individually
|
||