0000899243-15-009442.txt : 20151208 0000899243-15-009442.hdr.sgml : 20151208 20151208150034 ACCESSION NUMBER: 0000899243-15-009442 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151204 FILED AS OF DATE: 20151208 DATE AS OF CHANGE: 20151208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CTI GROUP HOLDINGS INC CENTRAL INDEX KEY: 0000355627 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 510308583 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 NORTH ALABAMA STREET, SUITE 240 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 6106661700X206 MAIL ADDRESS: STREET 1: 333 NORTH ALABAMA STREET, SUITE 240 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIRBECK JOHN CENTRAL INDEX KEY: 0001196642 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10560 FILM NUMBER: 151275490 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-04 1 0000355627 CTI GROUP HOLDINGS INC CTIG 0001196642 BIRBECK JOHN C/O CTI GROUP (HOLDINGS) INC. 333 NORTH ALABAMA STREET, SUITE 240 INDIANAPOLIS IN 46204 1 0 0 0 Class A Common Stock 2015-12-04 4 U 0 918655 0.61 D 0 D Stock Option (right to buy) 0.52 2015-12-07 4 D 0 500000 0.09 D 2025-03-31 Class A Common Stock 500000 0 D Restricted Stock Units 2015-12-07 4 D 0 100000 0.61 D Class A Common Stock 100000 0 D These shares were disposed of upon the completion of a cash tender offer by New Acquisitions Corporation ("Purchaser"), a wholly owned subsidiary of Enghouse Systems Limited ("Enghouse"), to purchase all of the issued and outstanding shares of the Class A common stock of CTI Group (Holdings) Inc. (the "Issuer") at a purchase price of $0.61 per share (the "Offer Price") in accordance with the Agreement and Plan of Merger, dated October 18, 2015, by and among the Issuer, Enghouse and Purchaser (the "Merger Agreement"). Pursuant to the Merger Agreement, on December 7, 2015, Purchaser was merged (the "Merger") with and into the Issuer. In accordance with the Agreement and Plan of Merger, the reporting person resigned as a director of the Issuer effective as of the effective time of the Merger. Pursuant to the terms of the Merger Agreement, as a result of and as of the effective time of the Merger, each stock option (whether or not then vested or exercisable) was cancelled and converted into the right to receive the excess of the Offer Price per share over the per-share exercise price of the shares subject to such stock option, subject to applicable tax withholding. Pursuant to the terms of the Merger Agreement, as a result of and as of the effective time of the Merger, each restricted stock unit (whether or not then vested) was cancelled and converted into the right to receive the Offer Price per share multiplied by the total number of shares subject to such restricted stock unit, subject to applicable tax withholding. /s/ John Birbeck 2015-12-08