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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
January 30, 2006
Date of Report (Date of earliest event reported)
NEON Systems, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-25457
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76-0345839 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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14100 Southwest Freeway, Suite 500
Sugar Land, Texas
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77478 |
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(Address of principal executive offices)
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(Zip Code) |
(281) 491-4200
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.01 Change in Control of Registrant.
On January 30, 2006, Progress Software Corporation, a Massachusetts corporation (Progress),
announced that Noble Acquisition Corp., a Delaware corporation and a wholly owned direct subsidiary
of Progress (Purchaser), had successfully completed its tender offer (the Offer) for all
outstanding shares of common stock (each, a Share), of NEON Systems, Inc., a Delaware corporation
(the Company), pursuant to the terms of the Agreement and Plan of Merger, dated as of December
19, 2005, between Progress, the Purchaser and the Company (the Merger Agreement). The Offer
expired at 12:00 midnight, New York City time, on January 27, 2006. The depositary for the Offer,
American Stock Transfer & Trust Company (the Depositary), advised the Purchaser that
approximately 8,684,979 Shares (including 36,549 Shares that were tendered pursuant to guaranteed
delivery procedures), representing approximately 90.8% of all issued and outstanding Shares, were
validly tendered and not withdrawn prior to the expiration of the Offer. Accordingly, on Monday,
January 30, 2006, Progress announced that the Purchaser had accepted for purchase and payment all such
Shares that were validly tendered and not withdrawn prior to the expiration of the Offer. The
Purchaser notified the Depositary to pay promptly for the tendered and accepted Shares.
The Merger Agreement provides, among other things, that following the consummation of the
Offer and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement
and in accordance with the relevant portions of the Delaware General Corporation Law (the DGCL),
Purchaser will merge with and into the Company (the Merger), and each Share that is not tendered
pursuant to the Offer (other than Shares that are held by Progress, the Purchaser, the Company or
any of their respective subsidiaries or by stockholders, if any, who properly exercise their
dissenters rights under the DGCL) will be converted into the right to receive cash in an amount
equal to the offer price in the Offer of $6.20 per Share. Following the effective time of the
Merger, the Company will continue as a wholly owned subsidiary of Progress.
The information contained in Item 5.02 below is incorporated herein by reference. The other
information required by Item 5.01(a) of Form 8-K is contained in (i) the Companys
Solicitation/Recommendation Statement on Schedule 14D-9 (the Statement) originally filed with the
Securities and Exchange Commission (the SEC) on December 29, 2005, as subsequently amended, and
(ii) the Tender Offer Statement on Schedule TO, originally filed by the Purchaser and Progress with
the SEC on December 29, 2005, as subsequently amended, and such information is incorporated herein
by reference.
To the knowledge of the Company, except as set forth herein, there are no arrangements,
including any pledge by any person of securities of the Company, the operation of which may at a
subsequent date result in a further change in control of the Company.
Item 5.02 Departure of Directors; Election of Directors.
On December 19, 2005, pursuant to the
terms of the Merger Agreement and contingent and effective upon the Appointment Time (as defined in the Merger Agreement), Mark
Cresswell, Loretta Cross, George H. Ellis and William W. Wilson III resigned as members of the
Companys Board of Directors. In connection with the approval of the Offer, the Merger and
the Merger Agreement, and contingent and effective upon the Appointment Time, the Board of
Directors elected Roger J. Heinen, Jr., Michael L. Mark, Richard D. Reidy and Norman R. Robertson
to the Board of Directors as designees of Progress (the Progress Designees).
Pursuant to these actions, effective upon the Appointment Time, which occurred on January 30,
2006, Mark Cresswell, Loretta Cross, George H. Ellis and William W. Wilson III ceased to be members
of the Companys Board of Directors, and Roger J. Heinen, Jr., Michael L. Mark, Richard D. Reidy
and Norman R. Robertson became members of the Companys Board of Directors.
The information required by Item 5.02(d)(3)
of Form 8-K is not determined at the time of filing of this current report
on Form 8-K. Prior to the actions taken on
December 19, 2005, none of the Progress Designees was a director
of, or held any position with, the Company. Progress and the Purchaser have advised the Company
that none of the Progress Designees or any of their affiliates (i) has any familial relationship
with any directors or executive officers of the Company, or (ii) has been involved in any
transactions with the Company or any of its directors, officers, or affiliates which are required
to be disclosed pursuant to the rules and regulations of the SEC.
In addition, on December 19, 2005,
pursuant to the terms of the Merger Agreement and contingent and effective upon the effectiveness of the Merger, Richard Holcomb and David F.
Cary resigned as members of the Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
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20.1 |
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Solicitation/Recommendation Statement on Schedule 14D-9 of
NEON Systems, Inc. (incorporated by reference in its entirety
as originally filed with the Securities and Exchange
Commission on December 29, 2005, as amended). |
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20.2 |
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Section 14(f) Information Statement of NEON Systems, Inc.,
dated December 29, 2005 (incorporated by reference to Annex I
of the Solicitation/Recommendation Statement on Schedule 14D-9
of NEON Systems, Inc. filed with the Securities and Exchange
Commission on December 29, 2005). |
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99.1 |
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Tender Offer Statement on Schedule TO of Progress Software
Corporation and Noble Acquisition Corp. (incorporated by
reference in its entirety as originally filed with the
Securities and Exchange Commission on December 29, 2005, as
amended). |
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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.
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NEON SYSTEMS, INC.
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Date: January 31, 2006 |
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/s/ Brian Helman
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Brian Helman, |
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Chief Financial Officer and Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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20.1
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Solicitation/Recommendation Statement on Schedule 14D-9 of
NEON Systems, Inc. (incorporated by reference in its entirety
as originally filed with the Securities and Exchange
Commission on December 29, 2005, as amended). |
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20.2
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Section 14(f) Information Statement of NEON Systems, Inc.,
dated December 29, 2005 (incorporated by reference to Annex I
of the Solicitation/Recommendation Statement on Schedule 14D-9
of NEON Systems, Inc. filed with the Securities and Exchange
Commission on December 29, 2005). |
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99.1
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Tender Offer Statement on Schedule TO of Progress Software
Corporation and Noble Acquisition Corp. (incorporated by
reference in its entirety as originally filed with the
Securities and Exchange Commission on December 29, 2005, as
amended). |