-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IsgRjfao3b0pFQ6o9lf9iRSCR0Qq966FvFQq+CUf5ZhUnO4Oq6epwcNMv7QUbOlH L9C3+o/QA09x8JBGlD3o8Q== 0001104659-07-033378.txt : 20070430 0001104659-07-033378.hdr.sgml : 20070430 20070430164205 ACCESSION NUMBER: 0001104659-07-033378 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070430 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KRONOS INC CENTRAL INDEX KEY: 0000886903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042640942 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20109 FILM NUMBER: 07801090 BUSINESS ADDRESS: STREET 1: 297 BILLERICA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 978-250-9800 MAIL ADDRESS: STREET 1: 297 BILLERICA ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 a07-11798_28k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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):  April 30, 2007

Kronos Incorporated

(Exact name of registrant as specified in charter)

Massachusetts

 

000-20109

 

04-2640942

(State or other juris-

 

(Commission

 

(IRS Employer

diction of incorporation)

 

File Number)

 

Identification No.)

 

297 Billerica Road, Chelmsford, Massachusetts

 

01824

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (978) 250-9800

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):

o  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)

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

o  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 30, 2007, Kronos Incorporated (the “Company”) issued a press release announcing the record date and the date of the special meeting of shareholders of the Company to be held in connection with the proposed acquisition of the Company by entities affiliated with Hellman & Friedman LLC, a private equity investment firm. The full text of the press release is included as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits.

(d)  Exhibits

See the Exhibit Index attached to this Report, which is incorporated herein by reference.

2




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.

KRONOS INCORPORATED

 

 

 

 

Date: April 30, 2007

By:

/s/ Mark V. Julien

 

 

 

Mark V. Julien

 

 

Chief Financial Officer

 

3




EXHIBIT INDEX

Exhibit No.

 

Description

 

 

 

99.1

 

Press release dated April 30, 2007

 

4



EX-99.1 2 a07-11798_2ex99d1.htm EX-99.1

 

Exhibit 99.1

For Immediate Release

 

Contacts:

 

 

 

 

 

 

 

 

 

Kronos:

 

Paul Lacy

 

 

 

 

(978) 947-4944

 

 

 

 

placy@kronos.com

 

 

 

 

 

 

 

Hellman & Friedman:

 

Steve Bruce

 

 

 

 

The Abernathy MacGregor Group

 

 

 

 

212-371-5999

 

 

 

 

sb@abmac.com

 

Kronos Announces Date for Special Meeting of Shareholders

Meeting to Include Vote to Approve Merger Agreement for Acquisition of
Kronos Incorporated

CHELMSFORD, Mass., April 30, 2007 — Kronos® Incorporated (NasdaqGS: KRON) today announced that  it will hold a special meeting of Kronos’ shareholders on Friday, June 8, 2007 at 9:00 a.m. Eastern Time at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109. At the meeting, Kronos’ shareholders will vote on the previously announced merger agreement providing for the acquisition of Kronos by entities affiliated with Hellman & Friedman LLC, a private equity investment firm. Shareholders of record as of the close of business on Monday, April 30, 2007 will be entitled to notice of and to vote at the special meeting.

###

About Kronos Incorporated

Kronos Incorporated empowers organizations around the world to effectively manage their workforce. At Kronos, we are experts who are solely focused on delivering software and services that enable organizations to reduce costs, increase productivity, improve employee satisfaction, and ultimately enhance the level of service they provide. Kronos serves customers in more than 50 countries through its network of offices, subsidiaries, and distributors. Widely recognized as a market and thought leader in managing the workforce, Kronos has unrivaled reach with more than 30 million people using a Kronos solution every day. Learn more about Kronos at www.kronos.com.

Important Additional Information Will Be Filed With the SEC

In connection with the proposed merger, on April 10, 2007, Kronos filed a preliminary proxy statement with the Securities and Exchange Commission, or the SEC.  INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. Investors and security holders will be able to obtain free copies of the definitive proxy




statement, when available, and other documents filed with the SEC by Kronos through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the definitive proxy statement and other documents filed with the SEC from Kronos by contacting Kronos Investor Relations at 978-250-9800.

Kronos and its directors and executive officers may be deemed to be participants in the solicitation of proxies with respect to the transactions contemplated by the merger agreement.  Information regarding Kronos’ directors and executive officers is contained in Kronos’ Annual Report on Form 10-K for the year ended September 30, 2006, as amended, and its proxy statement dated January 19, 2007, which are filed with the SEC. As of February 28, 2007, Kronos’ directors and executive officers beneficially owned approximately 1,187,844 shares, or 3.6%, of Kronos’ common stock.  You can obtain free copies of these documents from Kronos using the contact information set forth above.  Additional information regarding interests of such participants is included in the preliminary proxy statement on file with the SEC and will be included in the definitive proxy statement when it becomes available.

Safe Harbor For Forward-Looking Statements

Statements in this press release regarding the proposed transaction between Hellman & Friedman and Kronos, the expected timetable for completing the transaction, and any other statements about Hellman & Friedman or Kronos management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements.  Important factors that might cause such a difference include, but are not limited to:  the ability of Kronos to obtain shareholder approval of the merger, the possibility that the merger will not close or that the closing will be delayed, and other events and factors disclosed previously and described in Kronos’ Annual Report on Form 10-K for the year ended September 30, 2006, as amended, and its Quarterly Report on Form 10-Q for the Quarter ended December 30, 2006. Kronos disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.



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