0001104659-16-144133.txt : 20160912
0001104659-16-144133.hdr.sgml : 20160912
20160912074712
ACCESSION NUMBER: 0001104659-16-144133
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160909
FILED AS OF DATE: 20160912
DATE AS OF CHANGE: 20160912
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AMERICAN SCIENCE & ENGINEERING, INC.
CENTRAL INDEX KEY: 0000005768
STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844]
IRS NUMBER: 042240991
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O AS&E
STREET 2: 829 MIDDLESEX TURNPIKE
CITY: BILLERICA
STATE: MA
ZIP: 01821
BUSINESS PHONE: 9782628700
MAIL ADDRESS:
STREET 1: C/O AS&E
STREET 2: 829 MIDDLESEX TURNPIKE
CITY: BILLERICA
STATE: MA
ZIP: 01821
FORMER COMPANY:
FORMER CONFORMED NAME: AMERICAN SCIENCE & ENGINEERING INC
DATE OF NAME CHANGE: 19920703
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Basile Diane J
CENTRAL INDEX KEY: 0001331753
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06549
FILM NUMBER: 161880069
MAIL ADDRESS:
STREET 1: MERCURY COMPUTER SYSTEMS, INC.
STREET 2: 199 RIVERNECK ROAD
CITY: CHELMSFORD
STATE: MA
ZIP: 01824
4
1
a4.xml
4
X0306
4
2016-09-09
1
0000005768
AMERICAN SCIENCE & ENGINEERING, INC.
ASEI
0001331753
Basile Diane J
C/O AMERICAN SCIENCE AND ENGINEERING,
INC., 829 MIDDLESEX TURNPIKE
BILLERICA
MA
01821
0
1
0
0
SVP, CFO and Treasurer
Restricted Stock Units
2016-09-09
4
D
0
2672
D
Common Stock
2672
0
D
On September 9, 2016, pursuant to the Agreement and Plan of Merger among the issuer, OSI Systems, Inc. ("Buyer") and Apple Merger Sub, Inc., a wholly owned subsidiary of Buyer ("Merger Sub"), dated June 20, 2016 (the "Merger Agreement"), Merger Sub merged wth and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Buyer. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into the right to receive $37.00 per share in cash.
This Restricted Stock Unit award (the "RSU") was assumed by Buyer and converted in the Merger into restricted stock units of Buyer ("Assumed RSUs") covering a number of shares of Buyer common stock equal to the product of (i) the total number of shares of issuer common stock then underlying such issuer RSU multiplied by (ii) the quotient obtained by dividing (x) $37.00 by (y) the average closing sales price for a share of Buyer common stock on Nasdaq for the ten (10) consecutive trading days ending with, and including, September 7, 2016. Each Assumed RSU is subject to the same terms and conditions as were applicable under such issuer RSU.
/s/ Michael J. Muscatello, as attorney-in-fact for Diane J. Basile
2016-09-12