UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 4, 2022
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Autoscope Technologies Corporation
(Exact name of registrant as specified in its charter)
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Minnesota |
0-26056 |
86-3685595 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1115 Hennepin Avenue, Minneapolis, Minnesota |
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55403 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code (612) 438-2363
Spruce Tree Centre, Suite 400, 1600 University Avenue West, St. Paul, Minnesota 55104
(Former name or former address, if Changed Since Last Report.)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.01 par value |
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AATC |
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The Nasdaq Capital Market |
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Preferred Stock Purchase Rights |
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AATC |
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The Nasdaq Capital Market |
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 Instructions A.2. below):
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Current Report on Form 8‑K/A (Amendment No. 1) (the “Form 8-K/A”) relates to the Amended and Restated Rights Agreement dated as of July 21, 2021 among Autoscope Technologies Corporation (the “Company”), Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”), and, only with respect to Section 37 thereof, Image Sensing Systems, Inc. (the “Original Rights Agreement”). This Form 8-K/A amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 21, 2021. The Company and the Rights Agent entered into a First Amendment to Amended and Restated Rights Agreement (the “First Amendment”), which was signed on March 4, 2022 with an effective date of March 1, 2022. The Original Rights Agreement, as amended by the First Amendment, is referred to in this Form 8-K/A as the “Rights Agreement.”
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
(a) Amendment No. 1 to Amended and Restated Rights Agreement
The following is a summary of the terms of the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment attached as Exhibit 4.1 to this Form 8-K/A; the full text of the Original Rights Agreement, which was attached as Exhibit 4.1 to the Current Report on Form 8‑K filed by the Company with the SEC on July 21, 2021 and is incorporated herein by reference; and the full text of the Company’s Restated Articles of Incorporation, including the Certificate of Designation included in the Company’s Restated Articles of Incorporation setting forth the terms of the Company’s Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), which was attached as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 filed by the Company with the SEC on August 12, 2021 and is incorporated herein by reference. In addition, all capitalized terms used but not defined in this Form 8-K/A have the meanings ascribed to them in the Rights Agreement.
The First Amendment extends the expiration date of the Rights Agreement from June 4, 2022 to June 4, 2024 and is subject to the approval of the Company’s shareholders at the next meeting of the Company’s shareholders, which is scheduled for May 2022.
Exercise of Rights. On or after the Distribution Date, each Right would initially entitle the holder to purchase one one‑thousandth of a share of the Company’s Preferred Stock for a purchase price of $25.00 (subject to adjustment).
Definition of Acquiring Person. An “Acquiring Person” is a person or group that, together with affiliates and associates of such person or group, acquires beneficial ownership of 4.99% or more of the Company’s common stock, other than (i) an “Exempt Person”; (ii) any shareholder that, as of the time of the first public announcement of adoption of the Original Rights Agreement, beneficially owns 4.99% or more of the Company’s common stock (unless and until such person thereafter acquires any additional shares of common stock, subject to certain exceptions); (iii) a person who becomes an Acquiring Person solely as a result of the Company repurchasing shares of its common stock; and (iv) certain shareholders who inadvertently buy shares in excess of 4.99% of the shares of common stock and who thereafter reduce the percentage of the shares they own below 4.99%. An Exempt Person is defined as the Company, its subsidiaries and their respective employee benefit plans; and any person that the Board has affirmatively determined, in its sole discretion, prior to the Distribution Date, in light of the intent and purposes of the Rights Agreement or other circumstances facing the Company, shall not be deemed an Acquiring Person.
Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person beneficially owns 50% of the outstanding shares of the Company’s common stock, the Board may extinguish the Rights (except for Rights that have previously been voided as set forth above), in whole or in part, by exchanging two shares of common stock or an equivalent security for each Right. In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to two shares of common stock.
Expiration. The Rights expire on the earliest of (i) 6:00 p.m., Eastern time, on June 4, 2022 (unless such date is extended because the First Amendment is approved by Autoscope’s shareholders at the annual meeting of shareholders scheduled for May 2022); (ii) the time at which the Rights are redeemed or exchanged under the Rights Agreement; (iii) the repeal of Section 382 of the Code or any successor statute or any other change if the Board determines that the Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits; or (iv) the time at which the Board determines that the Tax Benefits are fully utilized or no longer available. If the Company’s shareholders approve the First Amendment, the Rights will expire at the earliest of 6:00 p.m., Eastern time, on June 4, 2024 (unless such date is again extended) and the occurrence of the other events set forth in clauses (ii) through (iv) of the foregoing sentence.
Section 9 - Financial Statements and Exhibit
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K:
| Exhibit No. | Description |
| 3.1 |
Restated Articles of Incorporation of Autoscope Technologies Corporation, including Certificate of Designation of Series A Junior Participating Preferred Stock of Autoscope Technologies Corporation, incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by Autoscope Technologies Corporation on August 12, 2021 (File No. 0‑26056). |
| 4.1 |
First Amendment to Rights Agreement dated as of March 1, 2022 by and between Autoscope Technologies Corporation and Continental Stock Transfer & Trust Company, as rights agent (filed herewith). |
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Amended and Restated Rights Agreement dated July 21, 2021, among Autoscope Technologies Corporation, Continental Stock Transfer & Stock Company, as rights agent, and, only with respect to Section 37 thereof, Image Sensing Systems, Inc., incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Autoscope Technologies Corporation on July 21, 2021 (File No. 0‑26056). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 10, 2022 |
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Autoscope Technologies Corporation |
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By: /s/ Frank G. Hallowell |
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Name: Frank G. Hallowell |
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Title: Chief Financial Officer |
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(Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT INDEX
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Description |
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AUTOSCOPE TECHNOLOGIES CORPORATION
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
as Rights Agent
FIRST AMENDMENT
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
This First Amendment to Amended and Restated Rights Agreement (the “Amendment”) is between Autoscope Technologies Corporation, a Minnesota corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited‑purpose trust company, as rights agent (the “Rights Agent”), and shall be effective as the 1st day of March, 2022.
WHEREAS, the Company, the Rights Agent, and, only with respect to Section 37 thereof, Image Sensing Systems, Inc.., executed and entered into that certain Amended and Restated Rights Agreement dated as of July 21, 2021 (the “Rights Agreement”);
WHEREAS, Section 28 of the Rights Agreement provides that the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement without the approval of any holders of the Rights;
WHEREAS, the Company has determined that it is necessary or desirable, in the interests of the Company, its shareholders, and the holders of the Rights, to amend the Rights Agreement as provided in this Amendment; and
WHEREAS, all acts and things necessary to make this Amendment a valid agreement according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects authorized by the Company and the Rights Agent.
NOW, THEREFORE, in consideration of the foregoing and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Company and the Rights Agent agree as follows:
1. Amendments; Shareholder Approval. Section 1(o) of the Rights Agreement is hereby amended and restated in its entirety as follows:
(o) “Final Expiration Date” means the date upon which the Rights expire and will be 6:00 p.m., Eastern Time, on June 4, 2024.
This Amendment will be of no force or effect if it is not approved by the Company's shareholders before 6:00 p.m., Eastern Time, on June 4, 2022.
2. Capitalized Terms. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to them in the Rights Agreement.
3. Effect of Amendment. It is the intent of the Company and the Rights Agent that this Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 28 thereof. Except as expressly provided in this Amendment, the terms of the Rights Agreement remain in full force and effect. Unless the context clearly provides otherwise, any reference to this “Agreement” or the “Rights Agreement” shall be deemed to be a reference to the Rights Agreement as amended hereby and by the First Amendment and the Second Amendment.
4. Benefits of this Amendment. Nothing in this Amendment shall be construed to give to any Person other than the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Shares) any legal or equitable right, remedy or claim under this Amendment; and this Amendment shall be for the sole and exclusive benefit of the Company, the Rights Agent and the registered holders of the Rights Certificates (and, prior to the Distribution Date, the Common Shares).
5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of New York (other than its conflicts of law provisions) and shall be governed by and construed in accordance with the laws of such State applicable to contracts made and performed entirely within such State.
7. Counterparts. This Amendment may be executed in any number of counterparts, and each of such counterpart shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect and enforceability as an original signature.
8. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.
[Signature page follows.]
[Signature Page to First Amendment to Amended and Restated Rights Agreement
Dated as of March 1, 2022
by and between Autoscope Technologies Corporation and
Continental Stock Transfer & Trust Company]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
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Attest:
By /s/ Taylor W. Watters Name: Taylor W. Watters Title: Corporate Controller
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Autoscope Technologies Corporation
By: /s/ Frank G. Hallowell Name: Frank G. Hallowell Title: Chief Financial Officer |
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Attest:
By: /s/ Elizabeth Pinto Name: Elizabeth Pinto Title: Vice President |
Continental Stock Transfer & Trust Company:
By: /s/ Stacy Aqui Name: Stacy Aqui Title: Vice President |
[Signature Page to First Amendment to Amended and Restated Rights Agreement.]
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