ASTROTECH Corp (Form: 8-K, Received: 08/08/2016 15:53:51)

Securities and Exchange Commission

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2016

ASTROTECH CORPORATION

(Exact name of Registrant as Specified in its Charter)



Washington	001-34426	91-1273737
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



5914 W. Courtyard, Suite 340, Austin, Texas		78730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 485-9530

(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 ( see General Instruction 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))

ITEM 3.03 Material Modification to Rights of Securities Holders

As previously disclosed, on July 29, 2009, the Board of Directors of Astrotech Corporation (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value per share, of the Company. As previously disclosed, the description and terms of the rights are set forth in a Rights Agreement (the “Rights Agreement”) between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). Under the terms of the Rights Agreement, the Rights were to expire on August 10, 2010 (the “Expiration Date”) unless the Expiration Date was extended or unless the Rights were earlier redeemed or exchanged by the Company. As previously disclosed, on July 29, 2010, the Company and the Rights Agent entered into Amendment One to the Rights Agreement, which extended the Expiration Date from August 10, 2010 to August 10, 2011. As previously disclosed, on August 10, 2011, the Company and the Rights Agent entered into Amendment Two to the Rights Agreement, which extended the Expiration Date from August 10, 2011 to August 10, 2012. As previously disclosed, on August 10, 2012, the Company and the Rights Agent entered into Amendment Three to the Rights Agreement, which extended the Expiration Date from August 10, 2012 to August 10, 2013. As previously disclosed, on August 6, 2013, the Company and the Rights Agent entered into Amendment Four to the Rights Agreement, which extended the Expiration Date from August 10, 2013 to August 10, 2014. As previously disclosed, on June 9, 2014, the Company and the Rights Agent entered into Amendment Five to the Rights Agreement, which extended the Expiration Date from August 10, 2014 to August 10, 2015, amended and restated the definition of “Acquiring Person” to cure an ambiguity and amended and restated Section 27 to provide that, until the Distribution Date (as defined in the Rights Agreement), the Board of Directors may supplement the Rights Agreement without the approval of any holders of certificates evidencing the Rights. As previously disclosed, on August 5, 2015, the Company and the Rights Agent entered into Amendment Six to the Rights Agreement, which extended the Expiration Date from August 10, 2015 to August 10, 2016 and decreased the Purchase Price for each one one-thousandth of a share of the Company’s Series D Junior Participating Preferred Stock purchasable pursuant to the exercise of a Right as provided in the Rights Agreement from $6.50 to $3.06.

On August 4, 2016, the Company and the Rights Agent entered into Amendment Seven to the Rights Agreement (the “Amendment”), which extends the Expiration Date from August 10, 2016 to August 10, 2017 and decreases the Purchase Price for each one one-thousandth of a share of the Company’s Series D Junior Participating Preferred Stock purchasable pursuant to the exercise of a Right as provided in the Rights Agreement from $3.06 to $2.29.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is incorporated by reference herein as Exhibit 4.1.

ITEM 9.01 Financial Statements and Exhibits



Exhibit No.	Description
4.1	Amendment Seven to Rights Agreement, dated as of August 4, 2016, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent.

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.



	ASTROTECH CORPORATION
		(Registrant)

Date: August 8, 2016



	By:
		Thomas B. Pickens III
		Chairman of the Board and Chief
		Executive Officer



Exhibit No.	Description	Paper (P) or Electronic (E)
4.1	Amendment Seven to Rights Agreement, dated as of August 4, 2016, between Astrotech Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent.	E

THIS AMENDMENT SEVEN TO RIGHTS AGREEMENT (this “ Amendment ”), dated as of August 4, 2016, is entered into by and between Astrotech Corporation, a Washington corporation (the “ Company ”), and American Stock Transfer & Trust Company, LLC, as rights agent (the “ Rights Agent ”), pursuant to Section 27 of the Rights Agreement, dated as of July 29, 2009, as amended July 29, 2010, August 10, 2011, August 10, 2012, August 6, 2013, June 9, 2014 and August 5, 2015 (the “ Rights Agreement ”), between the Company and the Rights Agent.

WHEREAS , Section 27 of the Rights Agreement provides that at any time prior to the Distribution Date (as defined in the Rights Agreement) the Board of Directors of the Company may from time to time supplement and amend any provision of the Rights Agreement in any respect without the approval of the holders of the Rights (as defined in the Rights Agreement); and

WHEREAS , the Rights under the Rights Agreement are scheduled to expire at the Close of Business (as defined in the Rights Agreement) on August 10, 2016 (the “ Expiration Date ”); and

WHEREAS , the Board of Directors of the Company has determined that it is in the best interests of the Company to amend the Rights Agreement to extend the Expiration Date and to decrease the Purchase Price (as defined in the Rights Agreement) and to take such further actions as may be necessary or appropriate to effectuate such amendments.

NOW, THEREFORE , in consideration of the premises and mutual agreements set forth herein and in the Rights Agreement, the parties hereby agree as follows:

Section 1. Definitions . Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Rights Agreement.

Section 2. Amendments to Rights Agreement .

(a) Amendment of Section 1(m) of the Rights Agreement . Section 1(m) of the Rights Agreement is hereby amended to read in its entirety as follows:

“ Expiration Date ” shall mean the Close of Business on August 10, 2017.”

(b) Amendment of Section 1(s) of the Rights Agreement . Section 1(s) of the Rights Agreement is hereby amended to read in its entirety as follows:

“ Purchase Price ” shall initially be $2.29 for each one one-thousandth of a Preferred Share purchasable pursuant to the exercise of a Right, and shall be subject to adjustment from time to time as provided in Section 11 or Section 13 hereof.”

(c) Amendment of Exhibit B to the Rights Agreement . Exhibit B to the Rights Agreement is hereby amended by replacing references to “2016” with “2017” and replacing the reference to “$3.06” with “$2.29”.

(d) Amendment of Exhibit C to the Rights Agreement . Exhibit C to the Rights Agreement is hereby amended by replacing references to “2016” with “2017” and replacing the reference to “$3.06” with “$2.29”.

Section 3. Miscellaneous .

(a) The term “ Agreement ” as used in the Rights Agreement shall be deemed to refer to the Rights Agreement as amended hereby.

(b) This Amendment shall be effective as of the date first above written, and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby.

(c) This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

(d) This Amendment shall be deemed to be a contract made under the laws of the State of Washington and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

(e) The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment.

(f) Except to the extent specifically amended hereby, the provisions of the Rights Agreement shall remain unmodified, and the Rights Agreement as amended hereby is confirmed as being in full force and effect.

[Signature page follows]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written.

ASTROTECH CORPORATION

By:

Name: Thomas B. Pickens III

Title: Chairman of the Board and Chief Executive Officer

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent