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): July 12, 2021
Superconductor Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-21074 | 77-0158076 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
15511 W State Hwy 71, Suite 110-105, Austin, TX 78738
(Address of Principal Executive Offices) (Zip Code)
(512) 650-7775
(Registrant’s telephone number, including area code)
(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:
| [X] | 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 | SCON | OTCQB |
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. [ ]
Item 1.01. Entry into a Material Definitive Agreement.
On July 12, 2021, Superconductor Technologies, Inc. (the “Company,” “STI” or “we”) amended the Amended and Restated Agreement and Plan of Merger dated as of June 11, 2021 by and among STI, AIU Special Merger Company, Inc., a Delaware corporation and wholly-owned subsidiary of STI (“Merger Sub”), and Allied Integral United, Inc., a Delaware corporation that conducts its business as Clearday (“Clearday”), to provide that the board of directors of STI effective upon the proposed merger will include six directors each of whom is designated by Clearday.
Item 7.01. Regulation FD Disclosure.
On July 14, 2021, we issued a press release announcing that the joint proxy and consent solicitation statement/prospectus (the “Proxy”) filed in connection with the previously announced Merger was supplemented to reflect certain matters, including (1) a move of the record date and the date for the special meeting of the stockholders to July13, 2021 and August 10, 2021, respectively, and (2) to clarify the effect of the proposed reverse stock split and issuance of True Up Shares as described in the Proxy. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1, and the information therein is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 included with this Current Report on Form 8-K, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Forward-Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning Superconductor, Clearday, the proposed Merger, and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of Superconductor, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the risk that the conditions to the closing of the proposed Merger are not satisfied, including the failure to obtain stockholder approval for the proposed Merger in a timely manner or at all; uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Superconductor and Clearday to consummate the Merger; risks related to Superconductor’s ability to correctly estimate and manage its operating expenses and its expenses associated with the proposed Merger pending closing; risks related to Superconductor’s likely need to file for bankruptcy if the Merger is not timely approved and consummated; risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed Merger; risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results; the ability of Superconductor or Clearday to protect their respective intellectual property rights; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges or expenses resulting from the proposed Merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; regulatory requirements or developments; changes in capital resource requirements; and legislative, regulatory, political and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Superconductor’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Superconductor can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, Superconductor undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Important Additional Information Will be Filed with the SEC
In connection with the proposed Merger, Superconductor has filed relevant materials with the SEC, including a registration statement on Form S-4 that contains a combined proxy statement/prospectus/information statement. INVESTORS AND STOCKHOLDERS OF SUPERCONDUCTOR AND CLEARDAY ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARDAY, SUPERCONDUCTOR, THE MERGER AND RELATED MATTERS. Investors and stockholders can obtain free copies of the proxy statement, prospectus and other documents filed by Superconductor with the SEC through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the proxy statement, prospectus and other documents filed by Superconductor with the SEC by contacting Superconductor by mail at Superconductor Technologies Inc., 9101 15511 W State Hwy 71, Suite 110-105 Austin, TX 78738, (512) 650-7775, Attention: Corporate Secretary. Investors and stockholders are urged to read the proxy statement, prospectus and the other relevant materials before making any voting or investment decision with respect to the Merger.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Superconductor and its directors and executive officers and Clearday and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Superconductor in connection with the Merger. Information regarding the special interests of these directors and executive officers in the Merger is included in the proxy statement/prospectus/information statement referred to above. Additional information about Superconductor’s directors and executive officers is included in Superconductor’s definitive proxy statement filed with the SEC on October 10, 2020. These documents are available free of charge at the SEC website (www.sec.gov) and from the Corporate Secretary of Superconductor at the address above.
Item 9.01. Financial Statements and Exhibits.
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.
| Superconductor Technologies Inc. | ||
| Date: July 14, 2021 | By: | /s/ Jeffrey Quiram |
| Jeffrey Quiram | ||
| Chief Executive Officer | ||
Exhibit 2.1
AMENDMENT NO. 1 DATED AS OF JULY 12, 2021
TO THE
AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
Dated as of June 11, 2021
By and Among
SUPERCONDUCTOR TECHNOLOGIES INC.,
AIU SPECIAL MERGER COMPANY, INC.
and
ALLIED INTEGRAL UNITED, INC.
This Amendment No. 1 is dated as of July 12, 2021 (this “Amendment”) and is by and among SUPERCONDUCTOR TECHNOLOGIES INC., a Delaware corporation (“Parent”), AIU SPECIAL MERGER COMPANY, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Purchaser Parties”), and ALLIED INTEGRAL UNITED, INC., a Delaware corporation that conducts business as Clearday (“Clearday”).
Reference is hereby made to that certain Amended and Restated Agreement and Plan of Merger, dated as of June 11, 2021 (the “Agreement”), by and among Parent, Purchaser and Clearday. Capitalized terms used in this Amendment that are not otherwise defined in this Amendment shall have the respective meanings set forth in the Agreement.
WHEREAS, the parties to this Amendment have executed and delivered the Agreement;
WHEREAS, the parties desire to amend the Agreement to provide certain changes to the composition of the board of directors of Parent effective upon the closing of the Merger;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions hereof, and intending to be legally bound hereby, Clearday and the Purchaser Parties hereby agree, as follows:
1. Amendments.
1.1. Section 5.11 of the Agreement is amended to reflect that the entire Parent Board of Directors shall consist of the then current Board of Directors of Clearday and such other persons that are designated by Clearday, and accordingly, to delete that one member of the Parent Board of Directors as of the Effective Time would include one of the individuals that are presently serving on the Board of Directors of Parent.
1.2. Section 5.11(b) of the Agreement is hereby amended and restated to read in its entirety as follows:
(b) Parent Board of Directors. At the Effective Time, the parties hereto shall use their reasonable efforts to cause the Parent Board of Directors to consist of the following: (i) the then current Board of Directors of Clearday; and (ii) such other number of nominees that are designated by Clearday. The parties hereto shall use their reasonable efforts to cause the members of the Parent Board of Directors and the classes of the Parent Board of Directors, as the Effective Time, to be as follows, each to hold such office in accordance with the bylaws of Parent, as amended as of the Effective Time.
| Class | Directors | Term | ||
| Class 1 | Elizabeth M. Caveness and Jeffrey W. Coleman | The next succeeding annual meeting after the Closing Date | ||
| Class 2 | BJ Parrish and Alan Channing | The second succeeding annual meeting after the Closing Date | ||
| Class 3 | James T. Walesa and Robert J. Watson, Jr. | The third succeeding annual meeting after the Closing Date |
On or prior to the date hereof, each of Lynn J. Davis, David Vellequette and Julie Johnson have tendered resignations from the Board of Directors of Parent, contingent and subject to the occurrence of the Closing.
On or prior to the date hereof, Jeffrey A. Quiram has agreed to resign from the Board of Directors of Parent after designating the Parent Board of Directors as set forth above, contingent and subject to the occurrence of the Closing.
2. Ratification.
The terms and provisions of the Agreement, as amended by this Amendment, are hereby ratified, confirmed, adopted and approved. This Amendment shall amend the Agreement as of the date of this Amendment
3. Governing Law.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
4. Mutual Drafting.
This Amendment shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing this Amendment to be drafted.
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 shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first written above.
Exhibit 99.1
SUPERCONDUCTOR TECHNOLOGIES ANNOUNCES UPDATED DATES RELATED TO
PREVIOUSLY ANNOUNCED CLEARDAY MERGER
New Record Date for Stockholders Meeting Now July 13, and Proxy Vote Deadline
Moved to August 10; Changes Will Accommodate High Volume of New STI
Shareholders Since Original June 4 Record Date
AUSTIN, Texas, July 14, 2021 — Superconductor Technologies Inc. (STI) (OTCMKTS: SCON), a leader in superconducting innovation, announced updated record and meeting dates related to its previously announced definitive merger agreement with Allied Integral United, Inc. (“Clearday”). To permit the stockholders that purchased STI stock after the original stockholder record date of June 4, 2021, to vote at this important meeting, the date of the special meeting of STI stockholders to vote upon the merger (the “New Proxy Vote”) has been moved to August 10, 2021, and the record date for determining the stockholders entitled to notice of, and to vote at the Special Meeting or any adjournment or postponement thereof (the “New Record Date”) has been moved to July 13, 2021.
STI also clarified the aggregate effect of the previously disclosed Reverse Stock Split Proposal offset by the issuance of “true-up shares” to the stockholders of Superconductor as of the closing of the merger. Upon the closing of the merger, each STI stockholder (other than dissenting shares) will hold, immediately after the merger, not less than approximately 46% of the number of common stock shares that stockholder owned immediately before the merger. For example, if a STI stockholder currently has 500 shares as of the closing of the merger, that stockholder will own no less than 232 shares immediately after the merger is closed. In the aggregate, the stockholders of STI will own approximately 3.6% of the total shares of the combined company, on a fully diluted basis as determined by the merger agreement, as of immediately after the merger is closed.
After the initial June 4 record date, trading volume of STI stock increased. To enable a proxy vote that more accurately reflects desires of the overall stockholder base, including the stockholders that acquired STI stock after June 4, Superconductor’s Board of Directors determined that it was appropriate to change the dates for the New Proxy Vote and the New Record Date.
STI stockholders who have already cast their ballot regarding the merger will be required to recast their ballot by the date of the New Proxy Vote.
“We are pleased to see the influx of new Superconductor stockholders over the past several weeks and want to accurately account for the will of our overall stockholder base,” said Jeff Quiram, STI’s President and Chief Executive Officer. “We believe that these changes to the schedule accomplish that goal, and we look forward to proceeding with the Clearday merger in alignment with the updated process.”
Upon closing of the merger, Superconductor will be led by new management and new members of the board of directors that are designated by Clearday.
About Superconductor Technologies Inc. (STI)
Superconductor Technologies Inc. is a global leader in superconducting innovation. Since 1987, STI has led innovation in HTS materials, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than 20 years STI utilized its unique HTS manufacturing process for solutions to maximize capacity utilization and coverage for Tier 1 telecommunications operators. Headquartered in Austin, TX, Superconductor Technologies Inc.’s common stock is listed on the OTC QB market under the ticker symbol “SCON.” For more information about STI, please visit http://www.suptech.com.
Important Additional Information Has Been Filed with the SEC
In connection with the proposed transaction between STI and Clearday, the parties have filed relevant materials with the SEC, including a STI registration statement on Form S-4 that contains a combined proxy statement/prospectus/consent solicitation statement. INVESTORS AND STOCKHOLDERS OF STI AND CLEARDAY ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CLEARDAY, THE PROPOSED MERGER AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus/information statement and other documents filed by STI with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus/information statement and other documents filed by STI with the SEC by written request to: Superconductor Technologies Inc. 9101 Wall Street, Suite 1300, Austin, TX 78754, Attention: Corporate Secretary. Investors and stockholders are urged to read the proxy statement/prospectus/consent solicitation statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. The information in the websites of STI and Clearday is not incorporated into this press release and will not be incorporated into such SEC filed documents.
No Offer or Solicitation
This communication is not intended to be and shall not constitute an offer to sell, the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
STI and its directors and executive officers, and Clearday, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of STI in connection with the proposed merger. Information regarding the special interests of these directors and executive officers in the proposed merger will be included in the proxy statement/prospectus/information statement referred to above. Additional information about STI’s directors and executive officers is included in STI’s definitive proxy statement, filed with the SEC on August 10, 2020. These documents are available free of charge at the SEC website (www.sec.gov) and from the Corporate Secretary of STI at the address above.
Forward-Looking Statements
Any statements in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These statements include, but are not limited to, statements regarding the proposed merger and other contemplated transactions (including statements relating to satisfaction of the conditions to and consummation of the proposed merger, the expected ownership of the combined company and opportunities relating to or resulting from the merger), and statements regarding the nature, potential approval and commercial success of Clearday and its product line, the effects of having shares of capital stock traded on the OTC Market, Clearday’s and the post-merger combined company’s financial resources and cash expenditures. Forward-looking statements are usually identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “ideal,” “may,” “potential,” “will,” “could” and similar expressions. Actual results may differ materially from those indicated by forward-looking statements as a result of various important factors and risks. These factors, risks and uncertainties include, but are not limited to: risks relating to the completion of the merger, including the need for stockholder approval and the satisfaction of closing conditions; risks related to STI’s ability to correctly estimate and manage its operating expenses and its expenses associated with the proposed merger pending closing; the cash balances of the combined company following the closing of the merger; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger; the success and timing of regulatory submissions; regulatory requirements or developments; changes in capital resource requirements; and other factors discussed in the “Risk Factors” section of STI’s most recent annual report, subsequent quarterly reports and in other filings STI makes with the SEC from time to time. Risks and uncertainties related to Clearday that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to: Clearday’s plans to develop and commercialize its future daily care centers and other non-residential daily care services; Clearday’s commercialization, marketing and implementation capabilities and strategy; developments and projections relating to Clearday’s competitors and its industry; the impact of government laws and regulations; and Clearday’s estimates regarding future revenue, expenses and capital requirements. In addition, the forward-looking statements included in this press release represent STI and Clearday’s views as of the date hereof. STI and Clearday anticipate that subsequent events and developments will cause their respective views to change.
However, while STI and Clearday may elect to update these forward-looking statements at some point in the future, STI and Clearday specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing STI’s or Clearday’s views as of any date subsequent to the date hereof.
Investor Contact:
Moriah Shilton, or Kirsten Chapman, LHA Investor Relations
invest@suptech.com | 1.415.433.3777