0000914190-17-000092.txt : 20170307 0000914190-17-000092.hdr.sgml : 20170307 20170307095521 ACCESSION NUMBER: 0000914190-17-000092 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170306 FILED AS OF DATE: 20170307 DATE AS OF CHANGE: 20170307 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARCTIC CAT INC CENTRAL INDEX KEY: 0000719866 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS TRANSPORTATION EQUIPMENT [3790] IRS NUMBER: 411443470 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 500 NORTH 3RD STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: 612-350-1800 MAIL ADDRESS: STREET 1: 500 NORTH 3RD STREET CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: ARCTCO INC DATE OF NAME CHANGE: 19940224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: METZ CHRISTOPHER T CENTRAL INDEX KEY: 0001215870 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18607 FILM NUMBER: 17670487 MAIL ADDRESS: STREET 1: BLACK & DECKER CORP STREET 2: 701 EAST JOPPA ROAD CITY: TOWSON STATE: MD ZIP: 21286 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2017-03-06 1 0000719866 ARCTIC CAT INC ACAT 0001215870 METZ CHRISTOPHER T 500 NORTH 3RD STREET MINNEAPOLIS MN 55401 1 1 0 0 President and CEO Common Stock 2017-03-06 4 U 0 38356 18.50 D 44141 D Common Stock 2017-03-06 4 D 0 44141 18.50 D 0 D Stock Appreciation Right 14.16 2017-03-06 4 D 0 175000 D 2021-02-05 Common Stock 175000 0 D Stock Option (Right to Buy) 16.74 2017-03-06 4 D 0 156810 D 2026-04-01 Common Stock 156810 0 D Tendered pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Arctic Cat Inc., a Minnesota corporation, Textron Inc., a Delaware corporation, ("Textron"), and Aces Acquisition Corp., a Minnesota corporation and an indirect wholly owned subsidiary of Textron, in exchange for the right to receive $18.50 per share. All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement. Pursuant to the Merger Agreement, each unvested restricted stock unit became fully vested immediately prior to the Effective Time. Restricted stock units were then cancelled as of the Effective Time in exchange for the right to receive a cash payment equal to $18.50 multiplied by the number of shares subject to such restricted stock unit award, less any required withholding of taxes. Pursuant to the Merger Agreement, each unvested stock appreciation right became fully vested immediately prior to the Effective Time. Each stock appreciation right that was outstanding and unexercised as of the Effective Time and had an exercise price per share that was less than $18.50 was cancelled in exchange for the right to receive a cash payment equal to $18.50 minus the exercise price, multiplied by the number of shares subject to such stock appreciation right, less any required withholding of taxes. Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the Effective Time. Each stock option that was outstanding and unexercised as of the Effective Time and had an exercise price per share that was less than $18.50 was then cancelled in exchange for the right to receive a cash payment equal to $18.50 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes. /s/ John R. Houston as Attorney-in-Fact for Christopher T. Metz pursuant to Power of Attorney previously filed. 2017-03-07