0001104659-16-144134.txt : 20160912 0001104659-16-144134.hdr.sgml : 20160912 20160912074743 ACCESSION NUMBER: 0001104659-16-144134 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: Dougherty Charles P CENTRAL INDEX KEY: 0001403808 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06549 FILM NUMBER: 161880070 MAIL ADDRESS: STREET 1: C/O TYCO ELECTRONICS LTD STREET 2: 1050 WESTLAKES DRIVE CITY: BERWYN STATE: PA ZIP: 19312 4 1 a4.xml 4 X0306 4 2016-09-09 1 0000005768 AMERICAN SCIENCE & ENGINEERING, INC. ASEI 0001403808 Dougherty Charles P C/O AMERICAN SCIENCE AND ENGINEERING, INC., 829 MIDDLESEX TURNPIKE BILLERICA MA 01821 1 1 0 0 President & CEO Common Stock 2016-09-09 4 D 0 10001 37.00 D 0 D Restricted Stock Units 2016-09-09 4 D 0 5968 D Common Stock 5968 0 D Restricted Stock Units 2016-09-09 4 D 0 10454 D Common Stock 10454 0 D Restricted Stock Units 2016-09-09 4 D 0 8452 D Common Stock 8452 0 D Restricted Stock Units 2016-09-09 4 D 0 10820 D Common Stock 10820 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 Charles P. Dougherty 2016-09-12