Attached files
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| EX-2.1 - EXHIBIT 2.1 - SYNERGX SYSTEMS INC | ex21.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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): January 22, 2010
Synergx
Systems Inc.
(Exact
name of registrant as specified in its charter)
| Delaware | 11-2941299 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
| 209 Lafayette Drive, Syosset, New York | 11791 |
| (Address of principal executive offices) | (Zip code) |
Company's
telephone number: (516)
433-4700
Not
Applicable
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01 Other
Items.
On
January 22, 2010, Synergx Systems Inc. (the “Company”), Firecom, Inc.
(“Firecom”) and FCI Merger Corp., a Delaware corporation and newly-formed
wholly-owned subsidiary of Firecom (the “Merger Sub”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”). On January 14, 2010, the
Company reported that its Special Committee of the Board of Directors of the
Company (the “Special Committee”) had commenced discussions with Firecom
regarding a proposed merger transaction.
The
Merger Agreement provides for Firecom to acquire the Company through a merger of
Merger Sub with and into the Company (the “Merger”), with the Company to be the
surviving corporation. Pursuant to the Merger Agreement, at the
effective time of the Merger, each issued and outstanding share of common stock
of the Company, other than any shares owned by Firecom or Merger Sub, by the
Company as treasury stock, or by any stockholders who are entitled to, and who
properly exercise, appraisal rights under Delaware law, will be cancelled and
will be converted automatically into the right to receive $0.60 in cash, without
interest.
The
Merger Agreement was entered into after negotiations between Firecom and the
Special Committee, completion of the due diligence review and analysis, receipt
by the Special Committee of an opinion from its financial advisor to the effect
that the merger consideration payable to the public stockholders of the Company
was fair, from a financial point of view, recommendation of the Special
Committee, and approval by the Company’s Board of Directors (with
representatives of Firecom having recused themselves from the Board
meeting). On January 22, 2010, Ladenburg Thalmann & Co. Inc,
delivered an opinion to the Special Committee that, as of the date of the
opinion and subject to the limitations contained therein, the consideration to
be received by the Company’s stockholders pursuant to the Merger is fair to such
stockholders from a financial point of view.
The
Merger Agreement contains customary representations and warranties of the
Company, Firecom and Merger Sub. The Merger Agreement also contains customary
covenants and agreements, including covenants relating to the conduct of the
Company’s business between the date of the signing of the Merger Agreement and
the closing of the Merger. The completion of the Merger is subject to
various conditions set forth in the Merger Agreement, including fulfillment of
the customary closing conditions, adoption of the Merger Agreement and the
Merger by vote of holders of a majority of the outstanding shares of Common
Stock at a special meeting to be called after the Company files with and obtains
clearance from the SEC staff of the requisite proxy material and completion of
the Merger by April 30, 2010. The Company’s stockholders will have
statutory appraisal rights in accordance with the Delaware General Corporation
Law. One closing condition, among others, is that holders of not
more than an aggregate of 10% of the Company’s outstanding shares of Common
Stock have sought such appraisal rights. The transaction is not
subject to a financing condition. Upon the Merger, the Company will
become a wholly-owned subsidiary of Firecom. As of the Effective
Date, the directors of the Company will resign and be replaced by designees of
Firecom.
In
addition, during the period from the date of the Merger Agreement though
February 8, 2010 (the “Solicitation Period”), the Company, and its officers,
directors, employees and representatives, may solicit third parties to make a
Superior Proposal (as defined in the Merger Agreement) to acquire the
Company. Any third party solicited during the Solicitation Period or
who contacted the Company during such Period, and who the Special Committee
believes in good faith to have the financial capability to effect a Takeover
Proposal, and who executes an Acceptable Confidentiality Agreement by February
16, 2010 would be a “Permitted Party.” After the termination of the
Solicitation Period and until the earlier of the effectiveness of the Merger or
the termination of the Merger Agreement, the Company may negotiate and consider
a Superior Proposal from a Permitted Party or from a person who contacted the
Company on an unsolicited basis after the termination of the Solicitation Period
(an “Unsolicited Party”). In the event the Merger Agreement is
terminated by reason of the Company’s consideration of a Superior Proposal, the
Company would not have to pay any termination fee to Firecom with respect to a
Superior Proposal submitted by a Permitted Party, but would have to pay a fee in
the amount of $200,000 with respect to a Superior Proposal submitted by an
Unsolicited Party. In either event, upon termination of the Merger
Agreement, the Company would have to reimburse Firecom’s expenses, not to exceed
$100,000.
After the
Merger, the Company will be a privately-held corporation. There will
be no public market for the Company’s Common Stock, no price quotations with
respect to sales prices of the Company’s Common Stock in the public market, the
registration of the Company’s Common Stock under the federal securities laws
will be terminated, and neither the Company nor its executive officers,
directors and 5% stockholders will be required to file periodic reports with the
SEC.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is
attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The Merger Agreement has been attached to
provide investors with information regarding its terms. It is not intended to
provide any other factual information about the Company, Firecom or Merger
Sub.
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Item 9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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2.1
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Agreement
and Plan of Merger, dated as of January 22, 2010, by and among the
Company, Firecom and Merger Sub
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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SYNERGX
SYSTEMS INC.
(Registrant)
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By:
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/s/ JOHN A. POSERINA | |
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John
A. Poserina,
Chief
Financial Officer, Treasurer, Secretary,
Vice
President and Director
(Principal
Accounting and Financial Officer)
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| Dated: January 25, 2010 | |||
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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2.1
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Agreement
and Plan of Merger, dated as of January 22, 2010, by and among the
Company, Firecom and Merger Sub
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