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 the earliest event reported) April 12, 2011
TECHNOLOGY RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 0-13763 | 59-2095002 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5250 140th Avenue North
Clearwater, Florida 33760
(Address of principal executive offices)
(727) 535-0572
(Registrant’s telephone number, including area code)
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) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | 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 April 12, 2011, Technology Research Corporation (the “Company”) and Coleman Cable, Inc. (“Coleman”) issued a joint press release announcing the commencement of the previously announced tender offer by Clearwater Acquisition I, Inc. (the “Purchaser”), a Florida corporation and a wholly owned subsidiary of Coleman, to purchase all outstanding shares of common stock, par value $0.51 per share (together with the associated stock purchase rights) of the Company, at a price of $7.20 per share, net to the seller in cash, without interest and less any required withholding taxes.
A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit |
Description | |
| 99.1 | Joint Press Release dated April 12, 2011, issued by Technology Research Corporation and Coleman Cable, Inc. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TECHNOLOGY RESEARCH CORPORATION | ||||
| (Registrant) | ||||
| Date: April 12, 2011 | By: | /s/ Robert D. Woltil | ||
| Robert D. Woltil | ||||
| Chief Financial Officer | ||||
Exhibit 99.1
For Immediate Release
COLEMAN CABLE, INC. COMMENCES TENDER OFFER FOR ALL SHARES OF TECHNOLOGY RESEARCH CORPORATION
TRC Shareholders to Receive $7.20 Per Share In Cash
Waukegan, IL and Clearwater, FL – April 12, 2011 – Coleman Cable, Inc. (Nasdaq: CCIX) (“Coleman”), a leading manufacturer and innovator of electrical and electronic wire and cable products, and Technology Research Corporation (Nasdaq: TRCI) (“TRC”), a recognized leader in providing cost-effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products, today announced that Coleman has commenced a tender offer to acquire all of the outstanding shares of TRC for $7.20 per share in cash (the “Offer”). The Offer is being made pursuant to the terms of the previously announced definitive merger agreement (the “Agreement”) entered into between Coleman and TRC on March 28, 2011.
Upon the successful closing of the Offer, shareholders of TRC will receive $7.20 in cash for each share of the common stock of the Company tendered in the Offer, without interest and less any applicable withholding taxes. Following completion of the tender offer, pursuant to the terms of the Agreement, Coleman will acquire any of the TRC common shares not tendered in the tender offer through a merger transaction in which the remaining shares of TRC are converted into a right to receive the same consideration per share as paid in the Offer.
Today, Coleman is filing with the Securities and Exchange Commission (SEC) a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. In addition, TRC is filing with the SEC today a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of TRC’s Board of Directors that the shareholders of TRC tender their shares pursuant to the Offer.
There is no financing condition to the Offer. The Offer is subject to the satisfaction of certain conditions set forth in the Agreement, including there being validly tendered and not withdrawn that number of shares of TRC common stock that, together with all other shares owned by Coleman, represents a majority of the total number of outstanding shares of common stock of TRC on a fully diluted basis, and other customary conditions.
The Offer is scheduled to expire at 12:00 Midnight, New York City time, on Friday, May 13, 2011, unless otherwise extended.
As contemplated by the Agreement, TRC, with the assistance of its independent advisors, will solicit superior proposals from third parties until May 11, 2011. TRC does not anticipate disclosing any developments regarding this process unless and until its Board of Directors makes a decision with respect to a potential superior proposal. There is no assurance that this process will result in a superior proposal. Coleman will terminate its tender offer if TRC accepts a superior proposal and terminates the merger agreement in accordance with its terms.
Copies of the offer to purchase, letter of transmittal and other related materials, including the Solicitation/Recommendation Statement, are available free of charge from D.F. King & Co., Inc., the Information Agent for the Offer, at (800) 848-2998 (toll-free). The Depositary for the Offer is BNY Mellon Shareowner Services.
Advisors
William Blair & Company, L.L.C. is acting as financial advisor, Winston & Strawn LLP is acting as legal advisor and Gunster is acting as Florida counsel to Coleman. Hyde Park Capital is acting as financial advisor and Hill, Ward & Henderson, P.A. is acting as legal advisor to TRC. Houlihan Lokey also provided financial advice to TRC’s Board of Directors with respect to the transaction.
About Coleman Cable, Inc.
Coleman Cable, Inc. is a leading manufacturer and innovator of electrical and electronic wire and cable products for the security, sound, telecommunications, electrical, commercial, industrial, and automotive industries. With extensive design and production capabilities and a long-standing dedication to customer service, Coleman Cable, Inc. is the preferred choice of cable and wire users throughout the United States. For more information, please visit www.colemancable.com.
About Technology Research Corporation
Technology Research Corporation is a recognized leader in providing cost-effective engineered solutions for applications involving power management and control, intelligent battery systems technology and electrical safety products based on its proven ground fault sensing and Fire Shield® technology. These products are designed, manufactured and distributed to the consumer, commercial and industrial markets worldwide. TRC also supplies power monitors and control equipment to the United States Military and its prime contractors. More information is available at www.trci.net.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
This press release is not an offer to purchase or a solicitation of an offer to sell securities of TRC. In connection with the tender offer, Coleman is mailing to TRC shareholders an offer to purchase and related materials and TRC is mailing to its shareholders a solicitation/recommendation statement. Coleman will file its offer to purchase with the Securities and Exchange Commission (the “SEC”) on Schedule TO, and TRC will file its solicitation/recommendation statement with the SEC on Schedule 14D-9. TRC shareholders are urged to read these materials carefully when they become available, since they will contain important information, including terms and conditions of the offer. TRC shareholders may obtain a free copy of these materials (when they become available) and other documents filed by Coleman or TRC with the SEC at the website maintained by the SEC at www.sec.gov. These materials also may be obtained (when they become available) for free by contacting D.F. King & Co., Inc., the information agent for the tender offer, at (800) 848-2998 (toll free).
Media / Investor Contacts
| For Coleman Cable, Inc.
Coleman Cable, Inc. Richard N. Burger Executive Vice President, Chief Financial Officer, Secretary and Treasurer (847) 672-2300
Joele Frank, Wilkinson Brimmer Katcher Steve Frankel / Tim Lynch (212) 355-4449
DF King & Co., Inc. Tom Long (212) 493-6920 Toll Free (800) 848-2998 |
For Technology Research Corporation
Technology Research Corporation Robert D. Woltil Chief Financial Officer (727) 812-0551 |