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)
March 13, 2012
BITSTREAM INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-21541 | 04-2744890 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
500 Nickerson Road Marlborough, Massachusetts |
01752-4695 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(617) 497-6222
Registrants Telephone Number, Including Area Code
(Former name or former address, if changed since last report) |
MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 333-177915 | 45-3751691 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
500 Nickerson Road Marlborough, Massachusetts |
01752-4695 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(617) 497-6222
Registrants Telephone Number, Including Area Code
(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:
¨ | 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) |
¨ | 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 March 13, 2012, Bitstream Inc. (Bitstream) received notification from the United States Department of Justice (the DOJ) that the DOJ has closed its inquiry into the proposed merger (the Merger) between Bitstream and Monotype Imaging Holdings Inc. As previously announced, Bitstream has fixed March 8, 2012 as the record date (the Record Date) for the spin-off distribution of its wholly-owned subsidiary, Marlborough Software Development Holdings Inc. (MSDH). On March 14, 2012, each owner of Bitstream Class A Common Stock will receive a distribution of one share of MSDH Common Stock for each share of Bitstream Class A Common Stock that they owned as of the close of trading on the Nasdaq Capital Market on the Record Date.
Bitstreams stockholders will vote to approve the Merger at a special meeting of stockholders on March 19, 2012 (the Special Meeting). Subject to such stockholder approval and satisfaction or waiver of all closing conditions to the Merger, it is expected that the Merger will be completed immediately following the Special Meeting on March 19, 2012.
A copy of Bitstreams press release announcing the completion of the DOJ inquiry is filed herewith as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit 99.1 | Press Release of Bitstream Inc. dated March 13, 2012 |
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, EACH REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
BITSTREAM INC. | ||||
Date: March 13, 2012 | By: | /s/ James P. Dore | ||
James P. Dore | ||||
Vice President and Chief Financial Officer | ||||
MARLBOROUGH SOFTWARE DEVELOPMENT HOLDINGS INC. | ||||
Date: March 13, 2012 | By: | /s/ James P. Dore | ||
James P. Dore | ||||
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1 | Press Release of Bitstream Inc. dated March 13, 2012 |
Exhibit 99.1
Bitstream Inc. Announces United States Department of Justice Clearance
MARLBOROUGH, Mass. March 13, 2012Bitstream Inc. (Nasdaq: BITS) today announced that the United States Department of Justice (the DOJ) has closed its inquiry into the proposed merger (the Merger) between Bitstream and Monotype Imaging Holdings Inc. As previously announced, Bitstream has fixed March 8, 2012 as the record date (the Record Date) for the spin-off (the Spin-Off) distribution of its wholly-owned subsidiary, Marlborough Software Development Holdings Inc. (MSDH). On March 14, 2012, each owner of Bitstream Class A Common Stock will receive a distribution of one share of MSDH Common Stock for each share of Bitstream Class A Common Stock that they owned as of the close of trading on the Nasdaq Capital Market on the Record Date.
Bitstreams stockholders will vote to approve the Merger at a special meeting of stockholders on March 19, 2012 (the Special Meeting). Subject to such stockholder approval and satisfaction or waiver of all closing conditions to the Merger, it is expected that the Merger will be completed immediately following the Special Meeting on March 19, 2012.
Forward Looking Statements Disclosure
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on managements current expectations. Actual performance and results of operations may differ materially from those projected or suggested in the forward-looking statements due to certain risks and uncertainties, including, without limitation, market acceptance of the Companys products, competition and the timely introduction of new products. Additional information concerning certain risks and uncertainties that would cause actual results to differ materially from those projected or suggested in the forward-looking statements is contained in the Companys filings with the Securities and Exchange Commission, including Bitstreams Annual Report on Form 10-K for the year ended December 31, 2010, as supplemented by Bitstreams subsequent quarterly reports on Form 10-Q in 2011. We undertake no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise after the date of this document.
About the Spin-Off
The shares of MSDH to be issued in the Spin-Off will be distributed pursuant to a prospectus dated February 14, 2012 filed as part of MSDHs registration statement on Form S-1, File No. 333-177915, that was declared effective by the Securities and Exchange Commission on February 14, 2012. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any MSDH securities nor will there be any distribution of the MSDH common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Investors:
James P. Dore
VP and Chief Financial Officer
Bitstream Inc.
500 Nickerson Road
Marlborough, MA 01752-4695
617-520-8377
jdore@pageflex.com