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