SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2013

STEEL EXCEL INC.
(Exact name of registrant as specified in its charter)
Delaware	0-15071	94-2748530
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1133 Westchester Avenue, Suite N222, White Plains, New York		10604
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 461-1300

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

X Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.   Other Events.

On July 11, 2013, iGo, Inc., a Delaware corporation (“iGo”) and Steel Excel Inc., a Delaware corporation (“Steel”), issued a joint press release announcing that iGo and Steel have entered into a Stock Purchase and Sale Agreement dated July 11, 2013 (the “Sale Agreement”), pursuant to which Steel will commence a cash tender offer (the “Offer”) to purchase up to 44.0% of the outstanding shares of iGo’s common stock, par value $0.01, on a fully-diluted basis (the “Shares”), at a price per share of $3.95 (the “Offer Price”), subject to the terms and conditions set forth in the Sale Agreement. The transaction has been approved by the boards of directors of both iGo and Steel.

Under the terms of the Sale Agreement, Steel’s obligation to accept for payment and pay for the Shares tendered in the Offer is conditioned upon, among other things, the tender of at least 30.0% of the total number of outstanding shares of iGo’s common stock on a fully-diluted basis. The Sale Agreement further provides that if, upon the expiration of the Offer, more than 30% but less than 44.0% of iGo’s common stock then outstanding on a fully-diluted basis is tendered in the Offer, Steel is obligated to purchase from iGo newly issued shares of iGo’s common stock at the Offer Price so that such number of newly issued shares of common stock, when added to the number of shares of common stock owned by Steel following consummation of the Offer, constitutes 44.0% of iGo’s common stock then outstanding on a fully-diluted basis.

In addition, iGo and Steel announced that in connection with the Sale Agreement, Steel has entered into a Tender and Voting Agreement (the “Tender Agreement”) with iGo and Adage Capital Partners, L.P., a Delaware limited partnership (“Adage”), one of iGo’s principal stockholders owning approximately 21.0% of iGo’s outstanding common stock, pursuant to which Adage has agreed to tender in the Offer all shares beneficially owned by Adage subject to proration for tenders by other stockholders. The Tender Agreement also requires Adage to vote its Shares and, for the term of the Tender Agreement, irrevocably appoints Steel as Adage’s proxy and attorney-in-fact to vote its shares at any meeting of iGo’s stockholders in favor of the transactions contemplated by the Sale Agreement and against any other extraordinary corporate transaction, lease or transfer of assets of iGo, or change in iGo’s capitalization, iGo board of directors or corporate structure. In addition, pursuant to the Tender Agreement, Adage has agreed, except in connection with the transactions contemplated by the Sale Agreement or otherwise with the consent of iGo and Steel, to not sell any of its shares of iGo’s common stock until the third anniversary of the date of the Tender Agreement.

A copy of the Joint Press Release issued by Steel and iGo dated July 11, 2013 is attached as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates and projections at the time the parties make the statements and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should, “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. Factors that could cause actual results to differ materially from those described in this report include, among others: uncertainties as to the ability to successfully complete the acquisition in accordance with its terms and in accordance with expected schedule; the possibility that competing offers will be made; the possibility that various closing conditions for the acquisition may not be satisfied or waived, including the tender of at least 30.0% of the outstanding shares of iGo’s common stock or that a governmental entity may prohibit or refuse to grant any approval required for the consummation of the acquisition; general economic and business conditions; and other factors, as well as other cautionary statements contained in Steel’s periodic reports filed with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2012. Readers are cautioned not to place undue reliance on the forward-looking statements included in this report, which speak only as of the date hereof. Steel does not undertake to update any of these statements in light of new information or future events, except as required by law.

Additional Information

The tender offer described in this Form 8-K has not yet commenced. The description contained herein is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. At the time the tender offer is commenced, Steel will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (“SEC”), and iGo will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The tender offer to purchase shares of iGo common stock will only be made pursuant to the tender offer materials (including the Offer to Purchase, the Letter of Transmittal and related documents filed with such Schedule TO). The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement, as each may be amended from time to time, will contain important information that should be read carefully by iGo’s stockholders before any decision is made with respect to the tender offer. These materials will be sent free of charge to all of iGo’s stockholders when available. The Tender Offer Statement and the Solicitation/Recommendation Statement will be available for free at the SEC’s website at www.sec.gov. Free copies of these materials and certain other tender offer documents will be made available by directing such requests the Information Agent for the tender offer.

It is not anticipated that stockholder approval of the Sale Agreement or transactions contemplated thereby will be required. This report does not constitute proxy solicitation material and no stockholder should submit any proxy or other voting document to iGo at this time. If a stockholder vote is later determined to be required, iGo would file with the SEC and make available to stockholders a proxy statement and proxy card complying with applicable rules, which stockholders would be urged to review before voting.

IGO STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No. Exhibits

99.1 Joint Press Release of Steel Excel Inc. and  iGo, Inc., dated July 11, 2013.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	STEEL EXCEL INC.
Dated: July 11, 2013	By:	/s/  Leonard J. McGill
	Name:	Leonard J. McGill
	Title:	Vice President, General Counsel

EXHIBIT INDEX

Exhibit No. Exhibits

99.1 Joint Press Release of Steel Excel Inc. and  iGo, Inc., dated July 11, 2013.

EX-99

Exhibit 99.1

 

 

For Immediate Release

CONTACTS:

Tony Rossi

Financial Profiles

trossi@finprofiles.com

Simon Coope

MacKenzie Partners, Inc.

(212) 929-5085

scoope@mackenziepartners.com

Michael McNamara

Steel Excel Inc.

(212) 520-2356

mmcnamara@steelpartners.com

STEEL EXCEL INC. TO ACQUIRE INTEREST IN iGO, INC.

SCOTTSDALE, Ariz., and WHITE PLAINS, N.Y., July 11, 2013 – iGO, Inc. (NASDAQ: IGOI) (the “Company”) announced today that it has entered into a definitive Stock Purchase and Sale Agreement (the “Sale Agreement”) with Steel Excel Inc. (Other OTC: SXCL) (“Steel”), pursuant to which Steel will commence a cash tender offer to purchase up to 44.0% of the outstanding shares of the Company’s common stock on a fully-diluted basis at a price of $3.95 per share. The offer price represents a 71.7% premium to the Company’s closing stock price on the NASDAQ of $2.30 on July 10, 2013. The Sale Agreement and the transactions contemplated thereby have been unanimously approved by the boards of directors of both companies.

Steel’s obligation to complete the tender offer is subject to the tender of at least 30.0% of the outstanding shares of the Company’s common stock on a fully-diluted basis. If at least 30.0%, but less than 44.0%, of the outstanding shares of the Company’s common stock on a fully-diluted basis are tendered in the tender offer, Steel is obligated to purchase from the Company newly issued shares of the Company’s common stock at the same price as paid in the tender offer so that Steel’s interest in the Company following such transaction will constitute the 44.0% threshold. Upon completion of the tender offer, Steel will be able to appoint two of the Company's four directors. Further, a new president and chief executive officer will be appointed to replace Michael D. Heil, who currently holds the position.

The board of directors of the Company has unanimously agreed to recommend that the Company’s stockholders tender their shares to Steel in the tender offer, subject to their fiduciary duties. Adage Capital Partners, L.P., one of the Company’s principal stockholders, owning approximately 21.0% of the Company’s outstanding common stock, has entered into a tender and voting agreement with Steel committing to tender all of its shares of the Company’s common stock in the tender offer subject to proration for tenders by other stockholders.

“After careful and thorough analysis, together with the advice of our financial advisor, the Board has endorsed this transaction as being in the best interest of the Company and our stockholders,” said Mr. Heil. “We are pleased that the transaction provides stockholders cash for part of their investment in the Company at a significant premium to the market price, while also enabling investors to retain equity in the Company and participate in its future direction under new stewardship.”

“iGO, Inc. has a superior brand, a reputation for delivering high quality products and a strong balance sheet,” said Jack L. Howard, Steel Excel’s principal executive officer. “We intend to work closely with the iGO employee team, our manufacturing and distribution partners and iGO’s valued customers to together build our businesses and create value for our shareholders and all our constituents.”

It is anticipated that the tender offer will commence in the next two weeks, with closing anticipated approximately 30 days thereafter. Closing is subject to customary conditions, as well as the 30% minimum condition. There is no financing contingency.

About iGO, Inc.

iGO, Inc. offers a full line of innovative accessories for almost every mobile electronic device on the market.  Whether a consumer wants to power, protect, listen to, share, cool, hold or connect to their device, iGO has the accessories they need.

iGO’s products are available at www.igo.com as well as through leading resellers and retailers. For additional information call 480-596-0061, or visit www.igo.com.

iGO is a registered trademark of iGO, Inc. All other trademarks or registered trademarks are the property of their respective owners.

About Steel Excel Inc.

Steel Excel Inc., through its two business segments, Steel Energy Ltd. and Steel Sports Inc., is committed to acquiring, strengthening and growing profitable businesses. Steel Energy provides well servicing, workover and other services to the oil and gas industry. Steel Sports is a network of branded participatory and experience-based businesses engaged in sports, training, entertainment and consumer lifestyle. More information is available at Steel Excel’s website: www.steelexcel.com.

Important information about the tender offer

This announcement and the description contained herein are for informational purposes only and are not an offer to purchase or a solicitation of an offer to sell securities of iGO, Inc. The tender offer described herein has not yet been commenced. At the time the tender offer is commenced, Steel Excel Inc. intends to file a tender offer statement on a Schedule TO containing an offer to purchase, a letter of transmittal and other related documents with the Securities and Exchange Commission. At the time the tender offer is commenced, iGO, Inc. intends to file with the Securities and Exchange Commission a solicitation/recommendation statement on Schedule 14D-9. Such documents will be mailed to stockholders of record and will also be made available for distribution to beneficial owners of common stock of iGO, Inc. The solicitation of offers to buy common stock of iGO, Inc. will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. Stockholders are advised to read the offer to purchase and the letter of transmittal, the solicitation/recommendation statement, and all related documents, if and when such documents are filed and become available, as they will contain important information about the tender offer and proposed transaction. Stockholders can obtain these documents when they are filed and become available free of charge from the Securities and Exchange Commission’s website at www.sec.gov, or from the information agent Steel Excel Inc. selects. In addition, copies of the solicitation/recommendation statement and other filings containing information about iGO, Inc., the tender offer and the transactions contemplated by the Sale Agreement may be obtained, if and when available, without charge, by directing a request to iGO, Inc. Attention: Chief Executive Officer, at 17800 N. Perimeter Drive, Suite 200, Scottsdale, Arizona 85255, or on iGO, Inc.’s corporate website at www.igo.com.

It is not anticipated that stockholder approval of the Sale Agreement or transactions contemplated by it will be required. This press release does not constitute proxy solicitation material and no stockholder should submit any proxy or other voting document to iGO, Inc. at this time. If a stockholder vote is later determined to be required, iGO, Inc. would file with the Securities and Exchange Commission and make available to stockholders a proxy statement and proxy card complying with applicable rules, which stockholders would be urged to review before voting.

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Forward-looking statements

Certain statements made in this press release are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes”, “expects”, “may”, “should”, “intend” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  Such forward-looking statements include the ability of iGO, Inc. and Steel Excel Inc. to complete the transactions contemplated by the Sale Agreement, including the parties’ ability to satisfy the conditions set forth in the Sale Agreement and the possibility of any termination of the Sale Agreement, and other statements regarding the timing and the closing of the tender offer and transactions contemplated by the Sale Agreement.  These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown, or unknown risks or uncertainties materialize, actual results could vary materially from iGO, Inc.’s or Steel Excel Inc.’s expectations and projections. Risks and uncertainties include, among other things, uncertainties as to the timing of the tender offer and the transactions contemplated by the Sales Agreement; uncertainties as to how many of iGO’s stockholders will tender their stock in the tender offer; the possibility that various closing conditions to the tender offer and the transactions contemplated by the Sale Agreement may not be satisfied or waived, including that there is a material adverse change to iGo; other business effects, including effects of industry, economic or political conditions outside the company’s control; as well as other cautionary statements contained in iGO, Inc.’s periodic reports filed with the Securities and Exchange Commission, including in its Annual Report on Form 10-K for the year ended December 31, 2012, as well as in Steel Excel Inc.’s periodic reports filed with the Securities and Exchange Commission, including in its Annual Report on Form 10-K for the year ended December 31, 2012. Neither iGO, Inc. nor Steel Excel Inc. undertake to update the disclosures made herein, and you are urged to read their respective filings with the Securities and Exchange Commission.

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