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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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1.
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NAMES OF REPORTING PERSONS:
Help/Systems, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
None
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8.
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SHARED VOTING POWER
6,468,511(1)
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9.
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SOLE DISPOSITIVE POWER
None
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10.
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SHARED DISPOSITIVE POWER
None
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,511(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.4%(2)
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14.
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TYPE OF REPORTING PERSON
CO
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(1) |
Pursuant to the Support Agreements (described below), Help/Systems, LLC may be deemed to have beneficial ownership of 6,468,511 shares of common stock, par value $0.001
per share (“Common Stock”), of GlobalSCAPE, Inc. (“GlobalSCAPE”), which include 92,002 shares of restricted stock, but do not include options scheduled to vest after September 26, 2020 (the date that is
60 days from the date hereof). Neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the common
stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
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(2) |
The percentage is calculated based on 18,782,318 shares of GlobalSCAPE’s common stock issued and outstanding as of July 28, 2020 based on information received from
GlobalSCAPE.
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1.
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NAMES OF REPORTING PERSONS:
Grail Merger Sub, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
None
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8.
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SHARED VOTING POWER
6,468,511(1)
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9.
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SOLE DISPOSITIVE POWER
None
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10.
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SHARED DISPOSITIVE POWER
None
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,468,511(1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
34.4%(2)
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14.
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TYPE OF REPORTING PERSON
CO
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(1) |
Pursuant to the Support Agreements (described below), Grail Merger Sub, Inc. may be deemed to have beneficial ownership of 6,468,511 shares of common stock, par value $0.001 per share of GlobalSCAPE, which include
92,002 shares of restricted stock, but do not include options scheduled to vest after September 26, 2020 (the date that is 60 days from the date hereof). Neither the filing of this Statement on Schedule 13D nor any of its contents shall be
deemed to constitute an admission by any of the Reporting Persons that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other
purpose, and such beneficial ownership is expressly disclaimed.
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(2) |
The percentage is calculated based on 18,782,318 shares of the GlobalSCAPE’s common stock issued and outstanding as of July 28, 2020 based on information received from
GlobalSCAPE.
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•
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there shall have been validly tendered and not validly withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, considered together with all other shares of Common Stock, if any, beneficially owned by
Parent and its affiliates, but excluding, for the avoidance of doubt, any shares of Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been received, represent one more than 50% of the sum of (x) the total
number of shares of Common Stock outstanding at the expiration of the Offer, plus (y) the aggregate number of shares of Common Stock then issuable to holders of Options from which GlobalSCAPE has received notices of exercise prior to the
expiration of the Offer (and as to which such shares of Common Stock have not yet been issued to such exercising holders of Options);
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•
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that the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”) relating to the purchase of shares of Common Stock pursuant to the Offer or the
consummation of the Merger under the HSR Act will have expired or otherwise been terminated;
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•
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that no governmental authority of competent jurisdiction will have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is then in effect and has the effect of making the
Offer or the Merger illegal or otherwise preventing or prohibiting consummation of the Offer or the Merger;
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•
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that since the date of the Merger Agreement, there will not have occurred any change, event, violation, inaccuracy, effect or circumstance that, individually or taken together with all other effects that exist or have occurred, (A) has
had or would reasonably be expected to have a material adverse effect on the business, properties, assets, financial condition or results of operations of the acquired entities, taken as a whole; or (B) would constitute a material adverse
effect of GlobalSCAPE;
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•
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that (A) except as provided in clauses (B) and (C) below, the representations and warranties of GlobalSCAPE contained in the Merger Agreement will have been true and correct (in each case, disregarding all qualifications and exceptions
contained therein regarding materiality or material adverse effect of GlobalSCAPE or similar standard or qualification) as of the date of the Merger Agreement and as of the expiration date as though made on and as of such date and time
(except to the extent that any such representations and warranties expressly speak as of an earlier date, in which case such representation and warranty will not have been true and correct as of such earlier date), except where the failure
of any such representations and warranties to be so true and correct would not, individually or in the aggregate, have or reasonably be expected to have a material adverse effect of GlobalSCAPE; (B) the representations and warranties of
GlobalSCAPE set forth in certain sections of the Merger Agreement will have been true and correct in all material respects as of the date of the Merger Agreement and as of the Expiration Date (as defined in the Merger Agreement) as though
made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty will not have been true and correct in all material
respects as of such earlier date); and (C) the representations and warranties of GlobalSCAPE set forth in certain sections of the Merger Agreement will not have been true and correct as of the date of the Agreement and as of the Expiration
Date (as defined in the Merger Agreement) as though made on and as of such date and time, except for de minimis inaccuracies; provided, that solely for purposes of clause (C) above, if one or more inaccuracies in the representations and
warranties set forth in certain sections of the Merger Agreement would cause damages or diminution in value to Parent or Merger Sub of $100,000 or more, such inaccuracy or inaccuracies will be considered material for purposes of clause (C)
of this paragraph;
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•
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that GlobalSCAPE will not have failed to perform or comply with, in all material respects, with its obligations required to be performed or complied with by it under the Merger Agreement; and
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•
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that the Merger Agreement will not have been terminated in accordance with its term.
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Exhibit Number
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Exhibit Name
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Agreement and Plan of Merger, dated as of July 19, 2020, among Help/Systems, LLC, Grail Merger Sub, Inc., GlobalSCAPE, Inc., and solely with respect to certain sections therein, HS Purchaser, LLC and
Help/Systems Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by GlobalSCAPE, Inc. with the Securities and Exchange Commission on July 20, 2020).
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Form of Support Agreement, dated as of July 19, 2020, by and among Help/Systems, LLC, Grail Merger Sub, Inc. and each of the stockholders named therein (incorporated by reference to Exhibit 99.2 to the Current
Report on Form 8-K filed by GlobalSCAPE, Inc. with the Securities and Exchange Commission on July 20, 2020).
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Joint Filing Agreement, dated as of July 28, 2020, by and between Help/Systems, LLC and Grail Merger Sub, Inc.
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HELP/SYSTEMS, LLC
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/s/ Kyle Hofmann
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Name: Kyle Hofmann
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Title: General Counsel
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GRAIL MERGER SUB, INC.
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/s/ Kyle Hofmann
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Name: Kyle Hofmann
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Title: Secretary
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Name
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Citizenship
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Business Address / Business Telephone Number
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Present Principal Occupation or Employment
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Kate Bolseth
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United States
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c/o Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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Chief Executive Officer
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Jim Cassens
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United States
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c/o Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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President
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Matthew Reck
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United States
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c/o Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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Vice President, Chief Financial Officer and Treasurer
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Kyle Hofmann
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United States
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c/o Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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General Counsel, Secretary
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Name
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Citizenship
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Business Address / Business Telephone Number
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Present Principal Occupation or Employment
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Kate Bolseth
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United States
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c/o Grail Merger Sub, Inc., Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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Director and Chief Executive Officer
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Matthew Reck
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United States
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c/o Grail Merger Sub, Inc., Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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Director and Chief Financial Officer
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Jim Cassens
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United States
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c/o Grail Merger Sub, Inc., Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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President
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Kyle Hofmann
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United States
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c/o Grail Merger Sub, Inc., Help/Systems, LLC, 6455 City West Parkway, Eden Prairie, MN 55344 (952) 933-0609
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Secretary
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HELP/SYSTEMS, LLC
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/s/ Kyle Hofmann
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Name: Kyle Hofmann
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Title: General Counsel
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GRAIL MERGER SUB, INC.
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/s/ Kyle Hofmann
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Name: Kyle Hofmann
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Title: Secretary
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