0001437749-14-005836.txt : 20140402 0001437749-14-005836.hdr.sgml : 20140402 20140402113937 ACCESSION NUMBER: 0001437749-14-005836 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140228 FILED AS OF DATE: 20140402 DATE AS OF CHANGE: 20140402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLTEK COMPANIES INC CENTRAL INDEX KEY: 0000890923 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 431311101 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 3101 MCKELVEY RD CITY: ST LOUIS STATE: MO ZIP: 63044 BUSINESS PHONE: 3142915110 MAIL ADDRESS: STREET 1: 3101 MCKELVEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63044 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHIPPLE ANDREW W CENTRAL INDEX KEY: 0001435101 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20600 FILM NUMBER: 14736835 MAIL ADDRESS: STREET 1: 3101 MCKELVEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63044 4 1 rdgdoc.xml FORM 4 X0306 4 2014-02-28 0000890923 ZOLTEK COMPANIES INC ZOLT 0001435101 WHIPPLE ANDREW W 3101 MCKELVEY ROAD ST. LOUIS MO 63044 1 Chief Financial Officer Common Stock 2014-02-28 4 D 0 8500 D 0 D Stock Option (Right to Buy) 5.72 2014-02-28 4 D 0 20250 D 2021-11-24 Common Stock 20250 0 D Stock Option (Right to Buy) 5.72 2014-02-28 4 D 0 50000 D 2021-11-24 Common Stock 50000 0 D Pursuant to the Agreement and Plan of Merger, dated as of September 27, 2013 (the "Merger Agreement"), by and among Zoltek Companies, Inc. ("Zoltek"), Toray Industries, Inc. ("Parent") and TZ Acquisition Corp. ("Merger Sub"), Merger Sub merged with and into Zoltek with Zoltek continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the "Merger"). Upon the effective time of the Merger, each share of Zoltek common stock was cancelled and converted into the right to receive $16.75 in cash, without interest. Pursuant to the Merger Agreement, each outstanding option to acquire shares of Zoltek common stock, whether or not then vested or exercisable, was cancelled and converted into the right to receive an amount in cash equal to $16.75, without interest, for each share issuable upon exercise of the option less the per-share exercise price for each share issuable upon exercise of the option. In the event that the exercise price of an outstanding option to acquire shares of Zoltek common stock was equal to or greater than $16.75, such option was cancelled without payment therefor. /s/ Andrew W. Whipple 2014-03-03