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