UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 6)
IEC Electronics Corp.
(Name of Subject Company)
IEC Electronics Corp.
(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
44949L105
(CUSIP Number of Class of Securities)
Jeffrey T. Schlarbaum
President and Chief Executive Officer
IEC Electronics Corp.
328 Silver Hill Road
Newark, New York 14513
(315) 331-7742
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Copies to:
Alexander R. McClean, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, NY 14604
Telephone: (585) 232-6500
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 6 (Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, Schedule 14D-9) originally filed by IEC Electronics Corp., a Delaware corporation (IEC or the Company), with the Securities and Exchange Commission (the SEC) on August 26, 2021, relating to the tender offer by Creation Technologies International Inc., a Delaware corporation (Parent) and CTI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (Purchaser), to purchase all of the issued and outstanding shares of the Companys common stock, par value $0.01 per share (the Shares) at an offer price per Share of $15.35, net to the holder of such Share, in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 26, 2021 (as it may be amended or supplemented from time to time), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time).
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the first paragraph under the heading of the section entitled Item 8. Additional InformationLegal Proceedings, beginning on page 35 of the Schedule 14D-9 and replacing it with the following paragraph:
On August 30, 2021, a lawsuit was filed against the Company and the members of the Companys board of directors in the United States District Court for the District of Delaware (the District Court), captioned Shiva Stein v. IEC Electronics Corp. et al. (No. 1:21-cv-01253-CFC) (the Stein Complaint). On August 31, 2021, a lawsuit was filed against the Company, members of the Companys board of directors, Purchaser, Parent and Guarantor in the District Court, captioned Alex Ciccotelli v. IEC Electronics Corp. et al. (No. 1:21-cv-01255-CFC) (the Ciccotelli Complaint). On September 2, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the District Court, captioned Shawn Strickland v. IEC Electronics Corp. et al. (No. 1:21-cv-01266-CFC) (the Strickland Complaint). On September 3, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the United States District Court for the Southern District of New York (SDNY Court), captioned Jordan Wilson v. IEC Electronics Corp. et al. (No. 1:21-cv-07411-DLC) (the Wilson Complaint). Also on September 3, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the United States District Court for the Eastern District of Pennsylvania, captioned Jeffrey D. Justice, II v. IEC Electronics Corp. et al. (No. 2:21-cv-03960-BMS) (the Justice Complaint). On September 4, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the SDNY Court, captioned Allison Martin v. IEC Electronics Corp. et al. (No. 1:21-cv-07442-DLC) (the Martin Complaint). On September 9, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the District Court, captioned Christopher Taylor v. IEC Electronics Corp. et al. (No. 1:21-cv-01283-CFC) (the Taylor Complaint). On September 10, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the SDNY Court, captioned Robert Grosjean-Schultz v. IEC Electronics Corp. et al. (No. 1:21-cv-07592-VEC) (the Grosjean-Schultz Complaint). Also on September 10, 2021, a lawsuit was filed against the Company and members of the Companys board of directors in the United States District Court for the Eastern District of New York, captioned Cynthia Ostrander v. IEC Electronics Corp. et al. (No. 1:21-cv-05064-BMC) (the Ostrander Complaint and, collectively with the Stein Complaint, the Ciccotelli Complaint, the Strickland Complaint, the Wilson Complaint, the Justice Complaint, the Martin Complaint, the Taylor Complaint and the Grosjean-Schultz Complaint, the Complaints). The Complaints generally allege, among other things, that the Company and the members of the Companys board of directors violated Section 14 of the Exchange Act and Rule 14d-9 promulgated thereunder by issuing a Schedule 14D-9 that was materially misleading and omitted material facts related to the transactions contemplated in the Merger Agreement. The Complaints also allege that the members of the Companys board of directors violated Section 20(a) of the Exchange Act, as controlling persons who had the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Ciccotelli Complaint and the Martin Complaint assert that the Purchaser, Parent, Guarantor and the members of the Companys board of directors are also controlling persons with the ability to prevent the Schedule 14D-9 from being materially false and misleading. The Complaints seek, among other things, an injunction against the consummation of the transactions contemplated in the Merger Agreement, rescission or an award of rescissory damages in the event such transactions are consummated, and an award of costs for the actions, including reasonable attorneys and experts fees.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
IEC ELECTRONICS CORP. | ||||||
By: | /s/ Jeffrey T. Schlarbaum | |||||
Date: September 27, 2021 | Name: | Jeffrey T. Schlarbaum | ||||
Title: | President and Chief Executive Officer |