0001140361-14-004249.txt : 20140203
0001140361-14-004249.hdr.sgml : 20140203
20140203171235
ACCESSION NUMBER: 0001140361-14-004249
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140131
FILED AS OF DATE: 20140203
DATE AS OF CHANGE: 20140203
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COSTA INC
CENTRAL INDEX KEY: 0000025793
STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950]
IRS NUMBER: 050126220
STATE OF INCORPORATION: RI
FISCAL YEAR END: 0103
BUSINESS ADDRESS:
STREET 1: 24 ALBION ROAD
STREET 2: SUITE 330
CITY: LINCOLN
STATE: RI
ZIP: 02865
BUSINESS PHONE: 4013353400
MAIL ADDRESS:
STREET 1: 24 ALBION ROAD
STREET 2: SUITE 330
CITY: LINCOLN
STATE: RI
ZIP: 02865
FORMER COMPANY:
FORMER CONFORMED NAME: CROSS A T CO
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WHALEN DAVID G
CENTRAL INDEX KEY: 0001245396
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06720
FILM NUMBER: 14569029
4
1
doc1.xml
FORM 4
X0306
4
2014-01-31
0
0000025793
COSTA INC
ATX
0001245396
WHALEN DAVID G
C/O COSTA INC.
24 ALBION ROAD, SUITE 330
LINCOLN
RI
02865
1
1
0
0
President & CEO
Class A Common Stock
2014-01-31
4
D
0
533823
D
0
D
Stock Option
4.155
2014-01-31
4
D
0
534351
D
2015-01-08
Class A Common Stock
534351
0
D
Includes 50,000 shares of restricted stock that were previously granted to the Reporting Person.
Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 7, 2013, by and among Costa Inc., a Rhode Island corporation (the "Company"), Essilor International SA, a French societe anonyme ("Essilor"), and GWH Acquisition Sub Inc., a Rhode Island corporation and an indirect wholly-owned subsidiary of Essilor ("Merger Sub"), at the effective time of the merger, each outstanding share of the Company's Class A Common Stock, par value $1.00 per share, was converted at into the right to receive $21.50 in cash (the "Merger Consideration"). In addition, at the effective time of the merger, each outstanding share of restricted stock was cancelled and converted into the right to receive the Merger Consideration.
This option was fully vested and exercisable prior to the effective time of the merger.
Pursuant to the terms of the Merger Agreement, each outstanding option to purchase the Company's Class A Common Stock was cancelled and converted as of the effective time of the merger into the right to receive an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the per-share exercise price of the Class A Common Stock subject to such stock option by (ii) the number of shares of Class A Common Stock subject to such option.
/s/ Tina Benik, as attorney in fact for David Whalen
2014-02-03