UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
EVANS & SUTHERLAND COMPUTER CORPORATION
(Name of Subject Company)
EVANS & SUTHERLAND COMPUTER CORPORATION
(Name of Persons Filing Statement)
Common Stock, par value $0.20 per share
(Title of Class of Securities)
299096107
(CUSIP Number of Class of Securities)
Jonathan A. Shaw
Chief Executive Officer
770 Komas Drive
Salt Lake City, Utah 84108
(801) 588-1000
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
Copies to
Jeffrey M. Jones
Kevin R. Pinegar
Durham Jones & Pinegar, P.C.
111 South Main Street, Suite 2400
Salt Lake City, Utah 84111
(801) 415-3000
☒Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Written Communications
This Schedule 14D-9 filing contains the following documents relating to the proposed acquisition of all of the outstanding shares of the common stock of Evans & Sutherland Computer Corporation, a Utah corporation (the “Company”), by Elevate Entertainment Inc., a Delaware corporation (“Parent”), and Elevate Acquisition Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms of an Agreement and Plan of Merger dated as of February 9, 2020, entered into by and among Parent, Merger Sub and the Company (the “Merger Agreement”).
Exhibit 99.1: Joint Press Release, dated February 10, 2020; and
Exhibit 99.2: Employee and Customers Written Communication Statement, dated February 10, 2020.
Important Additional Information
The tender offer for the outstanding common stock of the Company has not yet commenced. The communication materials referenced above do not constitute an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Company common stock will be made only pursuant to an offer to purchase and related materials that Parent and Merger Sub intend to file with the U.S. Securities and Exchange Commission (the “SEC”). If the tender offer is commenced, Parent and Merger Sub will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The Tender Offer Statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 will contain important information that should be considered before any decision is made with respect to the tender offer. BEFORE MAKING ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These materials will be sent free of charge to Company shareholders when available, and may also be obtained by contacting the Company at 770 Komas Drive, Salt Lake City, Utah 84108, (801) 588-1000. In addition, all of these materials (and all other tender offer documents filed with the SEC) will be available at no charge from the SEC through its website at www.sec.gov.
1
Exhibit 99.1
Press Release dated February 10, 2020
Elevate to Acquire Evans & Sutherland Computer Corporation
Dallas, TX and Salt Lake City, UT – February 10, 2020 – Elevate Entertainment Inc. (“Elevate”), an affiliate of Mirasol Capital, LLC, and Evans & Sutherland Computer Corporation (OTC PINK: ESCC) (“E&S”), a leading producer of high-quality advanced visual display systems, today announced that they have entered into a definitive agreement for Elevate to acquire, through its acquisition subsidiary, E&S for $1.19 per share in cash. The transaction is valued at approximately $14,500,000.
Under the terms of the agreement, a subsidiary of Elevate will commence a cash tender offer to purchase all of the outstanding shares of E&S common stock for $1.19 per share. The closing of the tender offer is subject to customary closing conditions, including the tender of greater than 50% of the shares of E&S common stock on a fully diluted basis. The agreement contemplates that Elevate, through its subsidiary, will acquire any shares of E&S that are not tendered into the offer through a second-step merger, which will be completed as soon as practicable following the closing of the tender offer. It is expected that the transaction will close during the first quarter of 2020, subject to customary closing conditions.
The boards of directors of Elevate and E&S have each unanimously approved the transaction. Contemporaneously with entering into the merger agreement, certain shareholders of E&S holding in the aggregate approximately 51.1% of the outstanding shares of E&S, executed tender and support agreements pursuant to which they agreed to tender their shares in and vote in favor of the transaction.
E&S, together with its wholly owned subsidiary, Spitz, Inc., produces high-quality advanced visual display systems used primarily in full-dome video projection applications, dome projection screens, dome architectural treatments and unique content for planetariums, schools, science centers and other educational institutions and entertainment venues. Spitz has over 70 years of experience as a leading supplier of planetarium systems, dome projection screens and other dome displays, while E&S supplies premier total system solutions for its digital theater markets as well as customized domes and other unique geometric structures in the architectural market.
“Evans & Sutherland is a global leader in the advanced display industry with a rich computer graphics, engineering, and technology driven-legacy” commented Jeb Terry, CEO of Elevate and Managing Director of Mirasol Capital. “We look forward to promptly closing this transaction and supporting the Evans & Sutherland team as we build on the company’s proud history and service their clients around the world.”
“On behalf of the board of directors of Evans & Sutherland, we are grateful for the support of the company’s shareholders over many years and are pleased that they will receive the per share price offered by Elevate,” said Jonathan Shaw, CEO of E&S. “The company is extremely excited about this opportunity which allows us to enter into a new chapter extending our long history as a leader in visual display products. This will serve to provide exciting new opportunities and assure that our current and future customers will continue to have the best products available.”
Weil Gotshal & Manges, LLP served as Elevate’s legal counsel. Boenning & Scattergood, Inc. served as financial advisor and rendered a fairness opinion to the board of directors of E&S and Durham Jones & Pinegar, P.C. served as E&S’s legal counsel.
Contact Info
Shaun Miller
Corporate Secretary
(214) 301-4250
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain “forward-looking statements” including information that involves risks and uncertainties concerning the proposed acquisition of E&S by Elevate. When used in this document, the words “projected,” “intended,” “may,” “propose,” “anticipates,” “can,” “will,” “look forward to,” “expected,” “future,” “new” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many of which are beyond the control of Elevate or E&S, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the possibility that less than a majority of the shares of E&S’s common stock is tendered in the tender offer, and the possibility that E&S may be adversely affected by other economic, business and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of E&S.
In addition, please refer to the documents that E&S files with the U.S. Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause E&S’s operational and other results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Elevate nor E&S is under any duty to update any of the information in this document.
Additional Information about the Acquisition and Where to Find It
In connection with the proposed acquisition, Elevate will commence a tender offer for the outstanding shares of E&S. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of E&S, nor is it a substitute for the tender offer materials that Elevate and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Elevate and its acquisition subsidiary will file tender offer materials on Schedule TO, and E&S will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of E&S are urged to read these documents when they become available because they will contain important information that holders of E&S securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of E&S at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, E&S files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by E&S at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. E&S’s filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Exhibit 99.2
Employees and Customers Written Communication Statement dated February 10, 2020
Communication 1: Internal Message to E&S and Spitz employees
February 10th, 2020 - Elevate Entertainment Inc. (“Elevate”) has entered into a merger agreement with Evans & Sutherland Computer Corporation (“E&S”) to acquire, through its acquisition subsidiary, all of the issued and outstanding shares of the common stock of E&S. The transaction is expected to close in the first quarter of 2020, subject to E&S shareholders tendering a majority of the issued and outstanding shares of common stock of E&S in the tender offer and other customary closing conditions. Once the transactions have been consummated, E&S will become a private company and a wholly owned subsidiary of Elevate Entertainment. Elevate is an affiliate of Mirasol Capital, the investing arm of Winn Family Office located in Dallas, Texas.
We have been working with the Elevate management team for several months to make this exciting deal a reality. Kirk, Paul, and I will report directly to Jeb Terry, the CEO of Elevate, after the consummation of the transactions. Our offices in Salt Lake City and Chadds Ford will not be moved and your benefits and current compensation will not be changed due to the transactions. In short, we will continue to conduct business as usual going forward.
We believe that the incremental capital and leadership that Elevate can bring can help us achieve our goals and uncover new opportunities. We will continue to push our existing business initiatives forward as we expand our offering and invest together in the future. The management team at Elevate and Mirasol Capital is not only very familiar with our business, they are also customers who made the seed gift to fund a Spitz planetarium and Scidome system in Dallas, TX.
This is a great day for E&S and we are excited about the next chapter.
In connection with the proposed acquisition, Elevate’s acquisition subsidiary, Elevate Acquisition Corporation, will commence a tender offer for the outstanding shares of E&S. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of E&S, nor is it a substitute for the tender offer materials that Elevate and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Elevate and its acquisition subsidiary will file tender offer materials on Schedule TO, and E&S will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of E&S are urged to read these documents when they become available because they will contain important information that holders of E&S securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of E&S at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, E&S files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by E&S at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. E&S’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Communication 2 - Message to clients:
February 10th, 2020 - Elevate Entertainment Inc. (“Elevate”) has entered into a merger agreement with Evans & Sutherland Computer Corporation (“E&S”) to acquire, through its acquisition subsidiary, all of the issued and outstanding shares of the common stock of E&S. The Boards of Directors of Elevate and E&S have each unanimously approved the transactions. The transaction is expected to close in the first quarter of 2020, subject to E&S shareholders tendering a majority of the issued and outstanding shares of common stock of E&S in the tender
offer and other customary closing conditions. Once the transactions have been consummated, E&S will become a private company and a wholly owned subsidiary of Elevate Entertainment. Elevate is an affiliate of Mirasol Capital, the investing arm of Winn Family Office located in Dallas, Texas.
The E&S and Spitz brands that you have grown accustomed to will remain intact and we will conduct business as usual. We and Elevate have exciting plans for the future and will still support the existing Nanoseam, Scidome, and Digistar products that you are familiar with.
Please reach out with questions.
In connection with the proposed acquisition, Elevate’s acquisition subsidiary, Elevate Acquisition Corporation, will commence a tender offer for the outstanding shares of E&S. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of E&S, nor is it a substitute for the tender offer materials that Elevate Entertainment and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Elevate and its acquisition subsidiary will file tender offer materials on Schedule TO, and E&S will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of E&S are urged to read these documents when they become available because they will contain important information that holders of E&S securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of E&S at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, E&S files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by E&S at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. E&S’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.