UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
December 12, 2016
____________________
IMATION CORP.
(Exact name of registrant as specified in its charter)
___________________
| Delaware | 001-14310 | 41-1838504 | ||
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number) |
1099 Helmo Ave. N., Suite 250, Oakdale, Minnesota 55128
(Address of principal executive offices, including zip code)
(651) 704-4000
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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 1.01 Entry into a Material Definitive Agreement.
On December 12, 2016, Imation Corp. (the “Company” or “we”) entered into Amendment No. 1 (the “Amendment”) to the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of November 22, 2016, by and between the Company and NXSN Acquisition Corp. (“NXSN”), relating to, among other things, (i) the contribution by the Company to Nexsan Corporation (“Nexsan”) of all of the issued and outstanding common stock of Connected Data, Inc., and (ii) the subsequent sale by the Company of all of the issued and outstanding common stock of Nexsan to NXSN.
The Company and NXSN have agreed to eliminate the mutual conditions precedent requiring the stockholders of the Company to approve the Stock Purchase Agreement and the transactions contemplated by the Stock Purchase Agreement. Accordingly, the Amendment amends the Stock Purchase Agreement by deleting such stockholder approval conditions and all related provisions. As a result, we no longer intend on seeking such approval from our stockholders.
The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
We incorporate by reference herein the Exhibit Index following the signature page to this Current Report on Form 8-K.
SIGNATURES
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.
| IMATION CORP. | |||
| Dated: December 12, 2016 | By: |
/s/ Danny Zheng |
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| Name: | Danny Zheng | ||
| Title: | Chief Financial Officer | ||
Exhibit Index
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Stock Purchase Agreement, dated as of December 12, 2016, by and between the Company and NXSN Acquisition Corp. |
Exhibit 10.1
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “ Amendment ”), dated as of December 12, 2016, amends the Stock Purchase Agreement (the “ Purchase Agreement ”), dated as of November 22, 2016, by and among Imation Corp. (“ Seller ”) and NXSN Acquisition Corp. (“ Purchaser ”).
WHEREAS, the Parties desire to amend the Purchase Agreement on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions . Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
2. Amendments . The Purchase Agreement is hereby amended as follows:
(a) §1 of the Purchase Agreement is hereby amended by deleting the definitions of “Proxy Statement”, “Requisite Vote”, “Seller Stockholders Meeting”, and “Seller Stockholders” in their entirety.
(b) §4(a)(ii) of the Purchase Agreement is hereby amended by deleting:
(i) the phrase “, subject to, with respect to the execution and delivery of the other Transaction Documents and consummation of the Transactions, the Requisite Vote” in the first sentence thereof; and
(ii) the phrases “(y)” and “and (z) recommending the adoption of this Agreement and the Transactions to the stockholders of the Seller” in the last sentence thereof.
(c) §4(a)(iii) of the Purchase Agreement is hereby amended by deleting the phrase “the Proxy Statement with the SEC in accordance with the Exchange Act, and such other” in clause (A) thereof.
(d) §4(b)(iii) of the Purchase Agreement is hereby amended by deleting the phrase “, subject to the Requisite Vote” in the first sentence thereof.
(e) §4(d) of the Purchase Agreement is hereby amended by deleting the phrase “subject to the Requisite Vote,” in in clauses (i) and (ii) thereof.
(f) §5(k) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(k) [RESERVED].”
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(g) §5(l)(ii) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(ii) [RESERVED].”
(h) §7(a)(i) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(i) [RESERVED].”
(i) §7(b)(i) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(i) [RESERVED].”
(j) §10(a)(iii) of the Purchase Agreement is hereby amended by deleting the clause “(B) the Seller shall have failed to include in the Proxy Statement the recommendation of the Board of Directors of the Seller in favor of approval of the Transactions or this Agreement” in its entirety, and redesignating clauses (C), (D), (E), (F) and (G) thereof as clauses (B), (C), (D), (E) and (F), respectively.
(k) §10(b)(i) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(i) [RESERVED].”
(l) §10(b)(iii) of the Purchase Agreement is hereby amended by deleting the phrase “§10(b)(i) and” in the first sentence thereof.
3. Nature of Agreement; No Other Amendments . The Parties hereby acknowledge and agree that this Amendment constitutes an amendment to the Purchase Agreement in accordance with §11(i) thereof. Except as specifically amended by this Amendment, all other terms and provisions of the Purchase Agreement shall remain in full force and effect. Each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Purchase Agreement shall mean and be a reference to the Purchase Agreement as amended by this Amendment.
4. Headings . The section headings of this Amendment are for reference purposes only and are to be given no effect in the construction or interpretation of this Amendment.
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5. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile, .pdf or other electronic means shall be effective as delivery of a manually executed counterpart to the Amendment.
6. Governing Law . This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware without regard to the conflicts of Law principles thereof.
[ Signature Page Follows ]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed, as of the date first above written.
| IMATION CORP. | ||
| By: | /s/ Tavis J. Morello | |
| Name: Tavis J. Morello | ||
| Title: General Counsel and Corporate Secretary | ||
| NXSN ACQUISITION CORP. | ||
| By: | /s/ Trevor L. Colhoun | |
| Name: Trevor L. Colhoun | ||
| Title: Chairman | ||
Signature Page to Amendment No. 1 to Stock Purchase Agreement