ARC DOCUMENT SOLUTIONS, INC. (Form: 8-K, Received: 09/11/2024 09:02:55)

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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): September 10, 2024

ARC DOCUMENT SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

001-32407

(Commission File Number)

20-1700361

(IRS Employer Identification No.)

12657 Alcosta Blvd., Suite 200, San Ramon California		94583
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (925) 949-5100

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ARC		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 1 to Agreement and Plan of Merger

On September 10, 2024, ARC Document Solutions, Inc. (the “Company”) entered into an Amendment No. 1 to Agreement and Plan of Merger (the “Merger Agreement Amendment”) with TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”), and TechPrint Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), which amended that certain Agreement and Plan of Merger dated as of August 27, 2024, by and between the Company, Parent and Merger Sub (the “Merger Agreement”). Parent is an affiliate of Kumarakulasingam Suriyakumar, the Company’s Chairman and Chief Executive Officer, Dilantha Wijesuriya, the Company’s President and Chief Operating Officer, Jorge Avalos, the Company’s Chief Financial Officer, Rahul Roy, the Company’s Chief Technology Officer, Sujeewa Sean Pathiratne, a private investor, and certain entities affiliated with such persons (collectively, the “Rollover Stockholders”). The Merger Agreement Amendment clarifies and ensures the Intended Tax Treatment (as such term is defined in the Merger Agreement) with respect to the contribution by the Rollover Stockholders of their shares of ARC Common Stock (including shares received with respect to In-the-Money Company Options and Company RSAs) (as such terms are defined in the Merger Agreement) to Parent in exchange for equity interests in Parent.

The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Amendment No. 1 to the Voting Agreement

On September 10, 2024, Company entered into an Amendment No. 1 to Voting Agreement (the “Voting Agreement Amendment”) with Parent and the stockholders listed on the signature pages of that certain Voting Agreement dated August 27, 2024 (such stockholders of the Company, the “Stockholders” and such agreement, the “Voting Agreement”). The Voting Agreement Amendment amends the Voting Agreement to update Schedule A thereto and to clarify that Company RSAs (as defined therein) owned by the Rollover Stockholders are intended to be subject to the Voting Agreement and other covenants included therein.

The foregoing description of the Voting Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements relate to prior statements or expectations regarding the ability of the parties to satisfy the conditions precedent and consummate the proposed Merger, the timing of consummation of the proposed Merger, the ability of the parties to secure any required stockholder approval in a timely manner or on the terms desired or anticipated, and any failure of Parent to obtain the financing required to consummate the Merger. These statements are based upon current expectations, beliefs and assumptions, and there can be no assurance that such expectations will prove to be correct. Because forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, actual events could differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to the possibility that the conditions to the closing of the Merger are not satisfied, including the risk that required stockholder approval for the Merger is not obtained, potential litigation relating to the Merger, uncertainties as to the timing of the consummation of the Merger, the ability of each party to consummate the Merger, risks relating to the substantial costs and diversion of personnel’s attention and resources due to these matters and other factors discussed in greater detail in the Company’s filings with the SEC. You are cautioned not to place undue reliance on such statements and to consult the Company’s most recent Annual Report on Form 10-K and other filings with the SEC for additional risks and uncertainties that may apply to the Company’s business and the ownership of the Company’s securities. The forward-looking statements are presented as of the date made, and the Company does not undertake any duty to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Additional Information and Where to Find It

This Current Report on Form 8-K is being made in respect of the Merger involving the Company and Parent. In connection with the Merger, (i) the Company intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A and (ii) certain participants in the transaction intend to jointly file with the SEC a transaction statement on Schedule 13E-3, which will contain important information on the Company, Parent, the Rollover Stockholders and the Merger, including the terms and conditions of the Merger. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement, the Schedule 13E-3 and a proxy card to each stockholder of the Company entitled to vote at the Company Stockholders Meeting. This communication is not a substitute for the proxy statement, the Schedule 13E-3 or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. The materials to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s website at https://ir.e-arc.com/overview/default.aspx. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13E-3 and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Merger because they contain important information about the Company and the proposed Merger. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or solicitation of any vote or approval.

Stockholders of the Company are urged to read all relevant documents filed with the SEC, including the proxy statement and the Schedule 13E-3 Merger Statement, as well as any amendments or supplements to these documents, carefully when they become available because they will contain important information about the Merger.

Participants in the Proxy Solicitation

The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the Merger under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors participating in the solicitation by reading the Company’s definitive proxy statement for its 2024 Annual Meeting of Stockholders, which was filed with the SEC on March 28, 2024, and the proxy statement, the Schedule 13E-3 Merger Statement and other relevant materials that will be filed with the SEC in connection with the Merger when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the Merger and the Schedule 13E-3 Merger Statement when they become available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

2.1 10.1 104		Amendment No. 1 to Agreement and Plan of Merger dated September 10, 2024, by and among Parent, Merger Sub and the Company Amendment No. 1 to Voting Agreement, dated September 10, 2024, by and among Parent, Merger Sub, the Company, and the Rollover Stockholders Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date:	ARC DOCUMENT SOLUTIONS, INC.

September 11, 2024


	By:	/s/ Tracey Luttrell
	Name:	Tracey Luttrell
	Title:	Corporate Counsel & Corporate Secretary

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 10, 2024 (the “Effective Date”), is made and entered into by and among TechPrint Holdings, LLC, a Delaware limited liability company (“Parent”), TechPrint Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and ARC Document Solutions, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein as the “Parties” and each, a “Party”.

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of August 27, 2024 (the “Original Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement);

WHEREAS, pursuant to Section 9.2 thereof, the Original Agreement may be amended by the Parties; and

WHEREAS, the Parties now desire to amend the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Amendments to the Original Agreement. As of the Effective Date, the Original Agreement is hereby amended as follows:

(a) The Recitals of the Original Agreement is hereby amended by inserting the following clause immediately after the ninth WHEREAS clause:

“WHEREAS, immediately following the consummation of the Merger and after giving effect to the transactions contemplated by the Equity Commitment Letter, Parent will contribute to the Surviving Corporation cash in an amount determined by Parent and permitted by the Commitment Letters;”

(b) The first sentence of Section 4.1(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“Each share of common stock, par value $0.001 per share, of the Company (a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares issued and outstanding immediately prior to the Effective Time that are to be cancelled in accordance with Section 4.1(b) or treated in the manner provided in Section 4.1(c) (including Rollover Shares) and any Dissenting Shares (collectively, the “Excluded Shares”)) shall automatically be converted into the right to receive $3.40 in cash, without interest (the “Merger Consideration”).”

“Treatment of Shares Held by Parent and Rollover Shares. Each Share issued and outstanding immediately prior to or at the Effective Time that is owned by Parent as of immediately prior to or at the Effective Time (including all of the Rollover Shares contributed to Parent prior to the Effective Time pursuant to the Rollover Agreement) shall not be converted into the right to receive the Merger Consideration pursuant to Section 4.1(a) and shall instead remain outstanding and from and after the Effective Time shall represent one share of the Surviving Corporation Common Stock.”

(d) The third sentence of Section 4.2(g) of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“If, after the Effective Time, a holder of a Dissenting Share fails to perfect, waives, effectively withdraws, or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the appraisal rights provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such Dissenting Share shall cease and such Dissenting Share shall thereupon be deemed to have been cancelled and converted as of the Effective Time into, the right to receive the Merger Consideration, without any interest thereon, upon surrender of such Share in accordance with Section 4.2(c) and shall not thereafter be deemed to be a Dissenting Share.”

(e) Section 4.3(a)(iii) of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“In-the-Money Company Options Held by Rollover Stockholders. Immediately prior to the Effective Time, each Company Option, whether vested or unvested, that is (i) held by a Rollover Stockholder, and (ii) has an exercise price per Share that is less than the Merger Consideration (a “Rollover Company Option”), shall, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company or any holder of any Share or Company Option, be cancelled and converted into the right to receive a number of Shares equal to the quotient of (i) the applicable Option Spread for such Rollover Company Option, less applicable Taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole Share. Any Shares issuable pursuant to this Section 4.3(a)(iii) shall be issued immediately prior to the Effective Time and shall be Rollover Shares subject to Section 4.1(c) and the Rollover Agreement.”

(f) Section 4.3(b)(i) of the Original Agreement is hereby deleted in its entirety and replaced with the following:

“Treatment of Company RSAs Held by Rollover Stockholders. Immediately prior to the Effective Time, each restricted stock award granted under any Company Stock Plan (each, a “Company RSA” and each Share covered thereby, an “Unvested Share”) and held by a Rollover Stockholder shall, by virtue of the Merger and without further action on the part of Parent, Merger Sub, the Company or any holder of any Share or Unvested Share, be cancelled and converted into the right to receive a number of Shares equal to the quotient of (i) the number of Unvested Shares covered thereby multiplied by the Merger Consideration, less applicable Taxes and authorized deductions, divided by (ii) the Merger Consideration, rounded down to the nearest whole Share. Any Shares issuable pursuant to this Section 4.3(b)(i) shall be issued immediately prior to the Effective Time and shall be Rollover Shares subject to Section 4.1(c) and the Rollover Agreement.”

(g) The definition of Dissenting Shares in Annex A of the Original Agreement is hereby deleted in its entirety and replaced with the following:

““Dissenting Shares” means Shares issued and outstanding immediately prior to the Effective Time (other than such Shares that are to be cancelled in accordance with Section 4.1(b) or treated in the manner provided in Section 4.1(c)) that are held by stockholders of the Company who (i) did not vote in favor of this Agreement or the Merger (or consent thereto in writing), (ii) is entitled to demand appraisal rights with respect to such Shares, and (iii) who has properly demanded and perfected such holder’s right to appraisal with respect to such Shares in accordance with, complies in all respects with, and has not effectively withdrawn, failed to perfect, or otherwise lost such holder’s right to appraisal with respect to such Shares, in each case, pursuant to Section 262 of the DGCL.”

(h) Annex A of the Original Agreement is hereby amended by deleting the definition of “Rollover Agreement” in its entirety and inserting the following definition in lieu thereof:

““Rollover Agreement” means that certain Rollover Agreement, made and entered into as of August 27, 2024, by and among the Parent and the Persons listed on the Schedule A attached thereto, an unexecuted copy of which is attached hereto as Exhibit D, as amended by the Amendment No. 1 to Rollover Agreement, dated as of September 10, 2024.”

(i) Annex A of the Original Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:

““Surviving Corporation Common Stock” means a share of common stock of the Surviving Corporation, par value $0.001 per share.”

(j) The table of terms in Annex A of the Original Agreement is hereby amended by deleting the row for “Surviving Corporation Common Stock.”

2. Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Original Agreement shall remain in full force and effect and are hereby ratified and confirmed by the Parties. On and after the Effective Date, each reference in the Original Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Original Agreement as amended by this Amendment.

(a) This Amendment and any claim, action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Amendment shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

(b) This Amendment shall inure to the benefit of and be binding upon each of the parties to the Original Agreement, including the Parties, and each of their respective permitted successors and permitted assigns.

(c) This Amendment, together with the Original Agreement, constitutes the sole and entire agreement by the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

(d) This Amendment may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile transmission or by email of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.

TECHPRINT HOLDINGS, LLC

/s/ Kumarakulasingam Suriyakumar

Name: Kumarakulasingam Suriyakumar

TECHPRINT MERGER SUB, INC.

/s/ Kumarakulasingam Suriyakumar

Name: Kumarakulasingam Suriyakumar

ARC DOCUMENT SOLUTIONS, INC.

Name: Tracey Luttrell

Title: Corporate Counsel and Corporate Secretary

[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]

Exhibit 10.1

AMENDMENT NO. 1

VOTING AGREEMENT

This AMENDMENT NO. 1 TO VOTING AGREEMENT (this “Amendment”), dated as of September 10, 2024, amends that certain Voting Agreement, dated as of August 27, 2024, by and among ARC Document Solutions, Inc. (the “Company”), TechPrint Holdings, LLC, a Delaware limited liability company (the “Parent”), the stockholders listed on the signature pages thereto (collectively, the “Stockholders” and each individually, a “Stockholder”) (the “Voting Agreement”). Capitalized terms used and not defined herein shall have the meanings set forth in the Voting Agreement.

WHEREAS, the Company required that Parent and the Stockholders enter into the Voting Agreement as a condition and inducement to the willingness of the Company to enter into that certain Agreement and Plan of Merger, dated as of August 27, 2024 with Parent and TechPrint Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Agreement”);

WHEREAS, pursuant to the Voting Agreement, Parent and each Stockholder agreed to vote or cause to be voted the Subject Shares shown in Schedule A to the Voting Agreement (i) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, and (ii) against any other action, agreement or transaction that has not been recommended by the Company Board (acting on the recommendation of the Special Committee) or the Special Committee and that would reasonably be expected to (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement, (B) result in any of the conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, or (C) impede, frustrate, interfere with, delay, postpone or adversely affect the Merger and the other transactions contemplated by the Merger Agreement;

WHEREAS, the number of Subject Shares shown in Schedule A to the Voting Agreement inadvertently excluded certain shares of restricted stock held by each Stockholder (the “Restricted Stock”); and

WHEREAS, the Company, Parent and the Stockholders originally intended to include such shares of Restricted Stock in Schedule A, and desire to correct Schedule A to the Voting Agreement in order to clarify that all shares of Restricted Stock held by each Stockholder shall be deemed to be Subject Shares for all purposes of the Voting Agreement;

* * *

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Parent and each of the undersigned Stockholders, who constitute the Stockholders required to amend the Voting Agreement, hereby agree as follows:

1. Schedule A of the Voting Agreement is hereby replaced in its entirety by the following in lieu thereof:

“

SCHEDULE A

Name of Stockholder	Number of Shares
Kumarakulasingam Suriyakumar	1,822,244
Dilantha Wijesuriya	825,653
Jorge Avalos	553,347
Rahul Roy	467,501
Sujeewa Sean Pathiratne	443,274
Suriyakumar Family Trust	1,732,171
Shiyulli Suriyakumar 2013 Irrevocable Trust	500,000
Seiyonne Suriyakumar 2013 Irrevocable Trust	500,000

”

2. The first sentence of Section 5(c) of the Voting Agreement is hereby replaced in its entirety by the following in lieu thereof:

“Such Stockholder is the record and beneficial owner of, as such ownership is determined in accordance with Section 13(d) of the Exchange Act, or is a trust or estate that is the record holder of and whose beneficiaries are the beneficial owners of, and has good and marketable title to, the Subject Shares set forth opposite such Stockholder’s name on Schedule A attached hereto and incorporated herein by reference, free and clear of any and all security interests, liens, changes, encumbrances, equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Subject Shares), other than (i) such Stockholder’s obligation to contribute, transfer and assign all of such Stockholder’s right, title and interest in the Subject Shares pursuant to the Rollover Agreement, (ii) any of the foregoing that would not prevent or delay Parent’s or such Stockholder’s ability to perform Parent’s or such Stockholder’s obligations hereunder, (iii) any of the foregoing in the Company Stock Plans, and (iv) any of the foregoing imposed by federal, state or foreign securities Laws.”

3. Incorporation of Voting Agreement. All the provisions of this Amendment shall be deemed to be incorporated in, and made a part of, the Voting Agreement; and the Voting Agreement, as supplemented and amended by this Amendment, shall be read, taken and construed as one and the same instrument, and except as expressly amended hereby, the terms and conditions of the Voting Agreement shall continue in full force and effect. All references to “this Agreement” in the Voting Agreement or to the words “hereof,” “hereunder” or “herein” or words of similar effect, or to any Schedule in the Voting Agreement, shall mean the Voting Agreement or Schedule, as amended hereby.

4. Governing Law. This Amendment and any claim, action or proceeding (whether at law, in contract or in tort) that may directly or indirectly be based upon, relate to or arise out of this Agreement or any transaction contemplated hereby, or the negotiation, execution or performance hereunder shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without regard to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

5. No Other Amendments. Except for the amendments expressly set forth in this Agreement, the Voting Agreement shall remain in full force and effect in accordance with its existing terms.

6. Counterpart Signature Pages. This Amendment may be executed in two or more consecutive counterparts (including by facsimile, of “.pdf” transmission), each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties to this Amendment and delivered (electronically or otherwise) to the other parties to this Amendment.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Amendment has been executed by the parties hereto as of the day and year first above written.

	COMPANY:

	ARC DOCUMENT SOLUTIONS, INC.


	By:	/s/ Tracey Luttrell
	Name:	Tracey Luttrell
	Title:	Corporate Counsel and Corporate Secretary