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): May 22, 2012
GTSI Corp.
Incorporated in Delaware
Commission File No. 1-34871
I.R.S. Employer Identification No. 54-1248422
2553 Dulles View Drive, #100
Herndon, Virginia 20171-5219
(703) 502-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy 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 materials 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 7.01 | Regulation FD Disclosure. |
On May 7, 2012, GTSI Corp. (the “Company” or “GTSI” ) announced the execution of an Agreement and Plan of Merger among GTSI and UNICOM SUB ONE, INC and UNICOM Systems, Inc. (collectively, “UNICOM”) and the indefinite postponement of its 2012 Annual Meeting of Stockholders. On May 22, 2012 GTSI issued a second press release to remind stockholders of the postponement of the 2012 Annual Meeting of Stockholders. The press release is furnished with this Current Report as Exhibit 99.1.
The information provided in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Additional Information
The tender offer for the outstanding shares of GTSI commenced on May 18, 2012. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of GTSI. UNICOM filed a tender offer statement on Schedule TO with the Securities and Exchange Commission on May 18, 2012, and GTSI filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer on the same date. Investors and GTSI stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement, as they contain important information, including the various terms of, and conditions to, the tender offer. Such materials are made available to GTSI’s stockholders at no expense to them. In addition, GTSI stockholders may obtain these documents for free from the Securities and Exchange Commission’s website at www.sec.gov.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Press Release issued by GTSI Corp., dated May 22, 2012 announcing the postponement of the 2012 Annual Meeting of Stockholders.** |
| ** | This Exhibit is being furnished, not filed, with this Current Report on Form 8-K. Accordingly, this Exhibit will not be incorporated by reference into any other filing made by the Company with the Securities and Exchange Commission unless specifically identified therein as being incorporated by reference. |
SIGNATURES
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 thereunto duly authorized.
| GTSI Corp. | ||
| By: |
/s/ Peter Whitfield | |
| Peter Whitfield | ||
| Chief Financial Officer | ||
Date: May 22, 2012
Exhibit 99.1
GTSI POSTPONES ANNUAL MEETING OF STOCKHOLDERS
FOR IMMEDIATE RELEASE: May 22, 2012
GTSI Contact: Peter Whitfield
| t: 703-502-2954 e: peter.whitfield@gtsi.com |
GTSI POSTPONES ANNUAL MEETING OF STOCKHOLDERS
HERNDON, VA., May 22, 2012– As previously announced, GTSI ® Corp. (NASDAQ: GTSI), a systems integration, solutions and services provider to government, entered into a definitive agreement on May 7, 2012 to be acquired through a cash tender offer at $7.75 per share by an affiliate of UNICOM® Systems, Inc. (“UNICOM”), a global information technology company and part of the UNICOM® group of companies, in a transaction with an expected total value of approximately $76.67 million.
As a result of entering into the definitive merger agreement, GTSI reminds its stockholders that it has postponed indefinitely its 2012 annual meeting of stockholders previously scheduled for May 25, 2012. This postponement was initially announced May 7, 2012 and this reminder is being issued in response to inquiries to GTSI from stockholders.
About GTSI Corp.
GTSI (NASDAQ: GTSI) is a leading provider of technology solutions and professional services to federal, state and local governments. Founded in 1983, GTSI has helped meet the unique IT needs of more than 1,700 governmental agencies nationwide. GTSI professionals draw on their deep knowledge, strategic partnerships, customer service and more than 740 industry certifications to guide agencies in selecting the most cost-effective technology available. GTSI has extensive capabilities and past performance in software development, data center, networking, collaboration, security and cloud computing solutions. In addition, GTSI’s advanced engineering, integration, support and financial services - and broad portfolio of contracts - ease the planning, purchasing and deployment of solutions, and facilitates the management of mission-critical IT throughout the lifecycle. Headquartered in Herndon, VA, GTSI has approximately 450 employees. For more information visit GTSI’s website at www.gtsi.com.
About Unicom Systems, Inc.
UNICOM® Systems, Inc., a division of the UNICOM group of companies, is a global leader in providing innovative software and solutions for the enterprise computing community. Through over three decades of continued development and commitment, UNICOM has redefined the economics and quality of automation for its customers, delivering a new era of collaboration, data management, data-warehousing, outsourcing, integration, communications and commerce.
About The UNICOM® Group www.unicomglobal.com
The UNICOM Group consists of twenty (20) entities with offices in Los Angeles, Dallas, Boston, New Hampshire, New Jersey, Germany, France, UK, Italy, Spain, Belgium and Switzerland. UNICOM focused on acquiring and integrating mature and growing mid-cap NASDAQ and London Stock Exchange AIM companies in the technology, financing, real estate, and business services. UNICOM offers deep in-house resources and flexible solutions to sellers worldwide, including privatization, core-products consolidation, IT assets alignments, management independence, integration matrix, and global business strategy.
For more information about the UNICOM® group of companies please go to
www.unicomglobal.com IBM mainframe systems products
www.macro4.com Document management solutions
www.softlanding.com IBM i software products
www.eden.com ITPowerPac solutions for Open Systems
www.illustro.com Internet enablement products
www.ietsolutions.com IT services management products
www.cics.com Outsourcing and corporate procurement
Additional Information
The tender offer for the outstanding shares of GTSI commenced on May 18, 2012. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of GTSI. On May 18, 2012, UNICOM filed a tender offer statement on Schedule TO with the Securities and Exchange Commission, and on the same day, GTSI filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. Investors and GTSI stockholders are strongly advised to carefully read the tender offer statement (including the offer to purchase, the letter of transmittal and the related tender offer documents) and the related solicitation/recommendation statement, as they contain important information, including the various terms of, and conditions to, the tender offer. Such materials are available to GTSI’s stockholders at no expense to them and GTSI stockholders may obtain these documents for free from the Securities and Exchange Commission’s website at www.sec.gov.
GTSI and GTSI.com are registered trademarks of GTSI Corp. in the U.S. and other countries. All trade names are the property of their respective owners.