0000899243-15-009444.txt : 20151208 0000899243-15-009444.hdr.sgml : 20151208 20151208150651 ACCESSION NUMBER: 0000899243-15-009444 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151207 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: GREIN THOMAS W CENTRAL INDEX KEY: 0001196643 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10560 FILM NUMBER: 151275505 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-07 1 0000355627 CTI GROUP HOLDINGS INC CTIG 0001196643 GREIN THOMAS W C/O CTI GROUP (HOLDINGS) INC. 333 NORTH ALABAMA STREET, SUITE, 240 INDIANAPOLIS IN 46204 1 0 0 0 Stock Option (right to buy) 0.34 2015-12-07 4 D 0 100000 0.27 D 2017-02-15 Class A Common Stock 100000 0 D Stock Option (right to buy) 0.09 2015-12-07 4 D 0 50000 0.52 D 2019-10-06 Class A Common Stock 50000 0 D Restricted Stock Units 2015-12-07 4 D 0 100000 0.61 D Class A Common Stock 100000 0 D These stock options were disposed of pursuant to the Agreement and Plan of Merger, dated October 18, 2015, by and among CTI Group (Holdings) Inc. (the "Issuer"), Enghouse Systems Limited ("Enghouse") and New Acquisitions Corporation ("Purchaser"), a wholly owned subsidiary of Enghouse (the "Merger Agreement"), pursuant to which, among other things, Purchaser was merged (the "Merger") with and into the Issuer on December 7, 2015 following the completion by Purchaser of a cash tender offer to purchase all of the issued and outstanding shares of the Issuer's Class A common stock a purchase price of $0.61 per share (the "Offer Price"). 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, subject to applicable tax withholding. 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 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/ Thomas W. Grein 2015-12-08