UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of May 2016
Commission File Number 001-34798
SMART TECHNOLOGIES INC.
3636 Research Road N.W.
Calgary, Alberta
Canada T2L 1Y1
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
THIS REPORT ON FORM 6-K SHALL BE DEEMED FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) AND INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-181530) OF SMART TECHNOLOGIES INC. FILED WITH THE COMMISSION, AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED TO THE COMMISSION, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS THE REGISTRANT SUBSEQUENTLY FURNISHES TO OR FILES WITH THE COMMISSION.
DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K
A Material Change Report dated May 16, 2016 reporting the material change announced on May 6, 2016.
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, thereunto duly authorized.
| SMART TECHNOLOGIES INC. | ||
| By: | /s/ Matt Sudak | |
| Name: | Matt Sudak | |
| Title: | Vice President, Legal, General Counsel and Corporate Secretary | |
Date: May 16, 2016
Exhibit Index
| 99.1 | Material Change Report dated May 16, 2016 | |
Exhibit 99.1
Form 51-102F3
Material Change Report
| 1. | Name and Address of Company |
SMART Technologies Inc. (the “Company”)
3636 Research Road N.W.
Calgary, Alberta T2L 1Y1
| 2. | Date of Material Change |
May 6, 2016
| 3. | News Release |
A news release with respect to the material change referred to in this report was issued through newswire services on May 6, 2016 and filed on the system for electronic document analysis and retrieval at www.sedar.com.
| 4. | Summary of Material Change |
The Company announced that it had filed Articles of Amendment effecting the consolidation of its common shares (“Common Shares”) on the basis of one post-consolidation Common Share for every ten pre-consolidation Common Shares (the “Consolidation”).
| 5. | Full Description of Material Change |
| 5.1 | Full Description of Material Change |
The Consolidation was approved by holders of Common Shares (“Shareholders”) by special resolution at the Company’s special meeting of Shareholders on April 28, 2016. The Company’s board of directors subsequently approved the filing of the Articles of Amendment to effect the Consolidation. The Articles of Amendment were filed on May 6, 2016, and the Consolidation was first reflected in the trading of Common Shares on the Toronto Stock Exchange and The Nasdaq Stock Market on May 12, 2016.
No fractional Common Shares were issued in connection with the Consolidation, and in the event a holder of pre-Consolidation Common Shares would have otherwise been entitled to receive a fraction of a post-Consolidation Common Share, the number of post-Consolidation Common Shares to which such holder was entitled was instead rounded to the nearest whole number of post-Consolidation Common Shares.
| 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| 6. | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| 7. | Omitted Information |
Not applicable.
| 8. | Executive Officer |
Matt Sudak, Vice President, Legal, General Counsel and Corporate Secretary of the Company, is knowledgeable about the material change and the Report. He can be contacted by phone at: 403-407-5203.
| 9. | Date of Report |
May 16, 2016.
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